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Shareholders can pursue fraud claims u/s 447, but must first follow Section 213 procedures.
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....Fraud - Whether a shareholder, minority or otherwise, can initiate proceedings - for a shareholder to avail a remedy under Section 447 of the Act such shareholder essentially needs to go through the procedure under Section 213 of the Act and in the event of a report being submitted by the Inspector to the Tribunal of there being a fraud either the Shareholder or the Tribunal could refer the report to the SFIO who can then follow the procedure provided under Section 212 of the Act and initiate criminal proceedings against the offenders for an offence under Section 447 of the Act. - HC....