Independent jurisdiction under section 237(a)(ii) allows a court to direct inspection without prior recourse to the Central Government.

Section 237(a)(ii) of the Companies Act, 1956 confers an independent jurisdiction on the High Court to direct the Central Government to appoint inspectors to investigate a company's affairs. That power is not conditional on a shareholder first approaching the Central Government under section 237(b), because the two provisions operate in different fields and the statute does not impose any prior-exhaustion requirement. The court may choose, in its discretion, to defer action until the Government has considered the matter, but that does not affect maintainability. The petition was therefore maintainable.

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Issues: Whether the High Court had jurisdiction under section 237(a)(ii) of the Companies Act, 1956 to entertain a petition by a single shareholder seeking a direction to the Central Government to appoint inspectors to investigate the affairs of the company, and whether prior approach to the Central Government under section 237(b) was a condition precedent.

Analysis: Section 237(a)(ii) expressly empowers the court to make an order directing the Central Government to appoint inspectors, while section 237(b) separately confers a discretionary suo motu power on the Central Government. The scheme of sections 235, 236 and 237 shows that the court's power under clause (a)(ii) is not made dependent on prior exhaustion of the Central Government's powers under clause (b). Nothing in the language of the provision justifies reading in a fetter that a petitioner must first approach the Central Government and await its refusal before invoking the court's jurisdiction. The court may, in its discretion, decline to act until the Central Government has considered the matter, but that is different from saying that the petition is not maintainable at all. Rule 11(9) of the Companies (Court) Rules, 1959 also contemplates a petition to the court under section 237.

Conclusion: The petition under section 237(a)(ii) was maintainable and could be entertained by the court; prior recourse to the Central Government was not a condition precedent.

Final Conclusion: The High Court upheld its jurisdiction to consider a shareholder's request for a judicial direction to the Central Government to appoint inspectors and permitted the proceeding to go forward.

Ratio Decidendi: A court's power under section 237(a)(ii) of the Companies Act, 1956 to direct the Central Government to appoint inspectors is an independent statutory jurisdiction that cannot be curtailed by reading into it a requirement of prior application to, or refusal by, the Central Government under section 237(b).

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