Section 138 : Power to prevent directors and officers from doing unauthorised act

1) If, on behalf of a company, any director or officer of the company does any act beyond his jurisdiction, any shareholder of such company may make a petition to the Court to prevent such act.

Provided, however, that no petition may be made under this Section in connection with any act or action done or taken or intended to be done or taken for the fulfilment of any liability created from any act or action already done or taken by the company.

2) If , based on the report received by the Office pursuant to Section 124 in respect of any company, the Office thinks that the business of such company could be carried on or is being carried on in such a manners to be prejudicial to the rights and interests of any of or all shareholders of the company or any specific class or group of its shareholders or that any act done or intended to be done by the company or the failure of the company to do any act required to be done has resulted in or would result in a prejudice to the interests of such shareholders, the Office may make a complaint/ petition to the Court against such company or its directors or officers.

3) On receipt of a petition as referred to in Sub-section (1) or (2) ,the Court may inquire into the concerned company or its directors or officers and issue an appropriate order.