Investigation into affairs of company by Serious Fraud Investigation Office
Section 212 of the Companies Act, 2013 deals with investigation into affairs of company by Serious Fraud Investigation Office. Without prejudice to the provisions of section 210, where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company by the Serious Fraud Investigation Office-- (a) on receipt of a report of the Registrar or inspector under section 208; The Act came into force on 01 Apr 2014.
(1) Without prejudice to the provisions of section 210, where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company by the Serious Fraud Investigation Office--
(a) on receipt of a report of the Registrar or inspector under section 208;
(b) on intimation of a special resolution passed by a company that its affairs are required to be investigated;
(c) in the public interest; or
(d) on request from any Department of the Central Government or a State Government,
the Central Government may, by order, assign the investigation into the affairs of the said company to the Serious Fraud Investigation Office and its Director, may designate such number of inspectors, as he may consider necessary for the purpose of such investigation.
(2) Where any case has been assigned by the Central Government to the Serious Fraud Investigation Office for investigation under this Act, no other investigating agency of Central Government or any State Government shall proceed with investigation in such case in respect of any offence under this Act and in case any such investigation has already been initiated, it shall not be proceeded further with and the concerned agency shall transfer the relevant documents and records in respect of such offences under this Act to Serious Fraud Investigation Office.
(3) Where the investigation into the affairs of a company has been assigned by the Central Government to Serious Fraud Investigation Office, it shall conduct the investigation in the manner and follow the procedure provided in this Chapter; and submit its report to the Central Government within such period as may be specified in the order.
(4) The Director, Serious Fraud Investigation Office shall cause the affairs of the company to be investigated by an Investigating Officer who shall have the power of the inspector under section 217.
(5) The company and its officers and employees, who are or have been in employment of the company shall be responsible to provide all information, explanation, documents and assistance to the Investigating Officer as he may require for conduct of the investigation.
(6) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), 1[offence covered under section 447] of this Act shall be cognizable and no person accused of any offence under those sections shall be released on bail or on his own bond unless--
(i) the Public Prosecutor has been given an opportunity to oppose the application for such release; and
(ii) where the Public Prosecutor opposes the application, the court is satisfied that there are reasonable grounds for believing that he is not guilty of such offence and that he is not likely to commit any offence while on bail:
Provided that a person, who, is under the age of sixteen years or is a woman or is sick or infirm, may be released on bail, if the Special Court so directs:
Provided further that the Special Court shall not take cognizance of any offence referred to this subsection except upon a complaint in writing made by--
(i) the Director, Serious Fraud Investigation Office; or
(ii) any officer of the Central Government authorised, by a general or special order in writing in this behalf by that Government.
(7) The limitation on granting of bail specified in sub-section (6) is in addition to the limitations under the Code of Criminal Procedure, 1973 (2 of 1974) or any other law for the time being in force on granting of bail.
(8) 2[If any officer not below the rank of Assistant Director] of Serious Fraud Investigation Office authorised in this behalf by the Central Government by general or special order, has on the basis of material in his possession reason to believe (the reason for such belief to be recorded in writing) that any person has been guilty of any offence punishable under sections referred to in sub-section (6), he may arrest such person and shall, as soon as may be, inform him of the grounds for such arrest.
(9) 3[The officer authorized under sub-section (8) shall, immediately after arrest of such person under such sub-section], forward a copy of the order, along with the material in his possession, referred to in that sub-section, to the Serious Fraud Investigation Office in a sealed envelope, in such manner as may be prescribed and the Serious Fraud Investigation Office shall keep such order and material for such period as may be prescribed.
(10) Every person arrested under sub-section (8) shall within twenty-four hours, be taken to a 4[Special Court or Judicial Magistrate] or a Metropolitan Magistrate, as the case may be, having jurisdiction:
Provided that the period of twenty-four hours shall exclude the time necessary for the journey from the place of arrest to the 5[Special Court or Magistrate's court].
(11) The Central Government if so directs, the Serious Fraud Investigation Office shall submit an interim report to the Central Government.
(12) On completion of the investigation, the Serious Fraud Investigation Office shall submit the investigation report to the Central Government.
(13) Notwithstanding anything contained in this Act or in any other law for the time being in force, a copy of the investigation report may be obtained by any person concerned by making an application in this regard to the court.
(14) On receipt of the investigation report, the Central Government may, after examination of the report (and after taking such legal advice, as it may think fit), direct the Serious Fraud Investigation Office to initiate prosecution against the company and its officers or employees, who are or have been in employment of the company or any other person directly or indirectly connected with the affairs of the company.
6[(14A) Where the report under sub-section (11) or sub-section (12) states that fraud has taken place in a company and due to such fraud any director, key managerial personnel, other officer of the company or any other person or entity, has taken undue advantage or benefit, whether in the form of any asset, property or cash or in any other manner, the Central Government may file an application before the Tribunal for appropriate orders with regard to disgorgement of such asset, property or cash and also for holding such director, key managerial personnel, other officer or any other person liable personally without any limitation of liability.]
(15) Notwithstanding anything contained in this Act or in any other law for the time being in force, the investigation report filed with the Special Court for framing of charges shall be deemed to be a report filed by a police officer under section 173 of the Code of Criminal Procedure, 1973 (2 of 1974).
(16) Notwithstanding anything contained in this Act, any investigation or other action taken or initiated by Serious Fraud Investigation Office under the provisions of the Companies Act, 1956 (1 of 1956) shall continue to be proceeded with under that Act as if this Act had not been passed.
(17) (a) In case Serious Fraud Investigation Office has been investigating any offence under this Act, any other investigating agency, State Government, police authority, income-tax authorities having any information or documents in respect of such offence shall provide all such information or documents available with it to the Serious Fraud Investigation Office;
(b) The Serious Fraud Investigation Office shall share any information or documents available with it, with any investigating agency, State Government, police authority or income-tax authorities, which may be relevant or useful for such investigating agency, State Government, police authority or income-tax authorities in respect of any offence or matter being investigated or examined by it under any other law.
Section 212, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
This section refers to
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Serious Fraud Investigation Office v. Rahul Modi
Court's Decision & Legal Precedent
Judgement of Main Case order-9.pdf 2019-03-27 (not same-date order-10 ROP). Crl A 2019. Companies Act 2013 s.212(6) twin conditions for offences under s.447 (gravity + reasons to believe the accusation is true) apply at arrest/remand of an SFIO accused; they are not empty formalities. Map companies-act 212.
On this section: s.212(6) twin conditions for offences under s.447 (the offence is grave and there are reasons to believe the accusation is true) apply at SFIO arrest/remand; they are not a later-trial formality.
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Serious Fraud Investigation Office vs Vivek Harivyasi
Court's Decision & Legal Precedent
The time period stipulated in Section 212(3) of the Companies Act, 2013 for submission of investigation report by SFIO to the Central Government is purely directory and not mandatory. Therefore, expiry of such stipulated period does not terminate SFIO's mandate or its power to arrest. The mandate continues until completion of investigation and submission of final investigation report under Section 212(12). SFIO's arrest authority under Section 212(8) is not circumscribed by any time limit. In habeas corpus proceedings, the legality of detention is to be examined on the date of return/hearing, and if valid orders directing detention exist on that date, habeas corpus cannot be granted. Remand orders passed by competent judicial authorities are judicial functions and cannot be challenged through habeas corpus petitions.
On this section: Central Government power to assign investigation into affairs of company to SFIO on various grounds including public interest
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Serious Fraud Investigation Office vs Sahara Housing Investment Corporation Limited
Court's Decision & Legal Precedent
The prescribed period for investigation completion under Section 212(3) of the Companies Act 2013 is directory in nature and not mandatory. Expiry of the stipulated period does not terminate the investigation mandate. The investigation continues until final completion as contemplated by Section 212(12). High Courts should not pass blanket interim orders staying investigations and coercive proceedings at the interlocutory stage, as such orders may hamper investigations. The Central Government need not record detailed reasons when ordering an investigation under Section 212, as the purpose of investigation is to inquire into affairs and material emerges during the investigation process. Section 219(c) of the Companies Act 2013 authorizes investigation into companies whose Board comprises nominees of the principal company or which are accustomed to act under its directions, independent of subsidiary or holding company relationships.
On this section: Central Government's power to direct investigation into company affairs; clauses (a) and (c) invoked for ordering investigation into Sahara companies
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Serious Fraud Investigation Office vs Sahara India Commercial Corporation LTD
Court's Decision & Legal Precedent
The procedural timeline prescribed in Section 212(3) of the Companies Act 2013 for submission of investigation report is directory and not mandatory in nature. An investigation mandate does not terminate upon expiry of the stipulated period but continues until completion of investigation and submission of final report. The Central Government is not required to furnish elaborate reasons when ordering investigation under Section 212 and Section 219 as the purpose of investigation is to conduct full enquiry into company affairs with material emerging during the investigation process. Section 219(c) of the Companies Act 2013 empowers investigation of body corporates whose Board of Directors comprises nominees of the company or which is accustomed to act in accordance with directions or instructions of the company or its directors. High Courts should exercise caution in passing blanket interim orders staying investigation proceedings as such orders hamper investigation at early stage.
On this section: Central Government power to direct investigation into company affairs; clauses (a) and (c) invoked for investigation authorization
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Satender Kumar Antil vs Central Bureau of Investigation
Court's Decision & Legal Precedent
Bail is the rule and jail is the exception in criminal procedure. The presumption of innocence, being a facet of Article 21 of the Constitution, places the burden on the prosecution to prove guilt. Courts must exercise their discretion in granting or refusing bail judiciously, considering all relevant factors including the nature and gravity of the offence, the severity of punishment, the conduct of the accused during investigation, the delay in trial, and the likelihood of the accused absconding. Investigating agencies must comply with Section 41 and 41A of the CrPC by recording reasons for arrest and for not arresting. Non-compliance with these provisions entitles the accused to bail. Courts must act as guardians of liberty and ensure that personal liberty is protected in accordance with the procedure established by law.
On this section: Bail provisions for economic offences under Companies Act
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… of the investigation, the SFIO had lodged the private complaint before the Special Court against the accused including the respondents, alleging various serious offences under the Companies Act including Section 447 thereof and the offences under the IPC. It is pertinent to note that as per sub-section (6) of Section 212 the offence covered under Section 447 of the Companies Act has been made cognizable and the person accused of the said offence is not entitled to be released on bail or on his bond, unless twin conditions mentioned therein are satisfied. The twin conditions are: - (i) that a Public Prosecutor should be given an …
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… of the investigation, the SFIO had lodged the private complaint before the Special Court against the accused including the respondents, alleging various serious offences under the Companies Act including Section 447 thereof and the offences under the IPC. It is pertinent to note that as per sub-section (6) of Section 212 the offence covered under Section 447 of the Companies Act has been made cognizable and the person accused of the said offence is not entitled to be released on bail or on his bond, unless twin conditions mentioned therein are satisfied. The twin conditions are: - (i) that a Public Prosecutor should be given an …
Made under this section, and citing it
1 instrument states that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 1 instrument names this provision in its title or its text without being made under it.
Questions about Section 212
What have the courts held on Section 212 of the Companies Act?
Serious Fraud Investigation Office v. Rahul Modi (27 Mar 2019) is the leading judgment on this section among those set out below: s.212(6) twin conditions for offences under s.447 (the offence is grave and there are reasons to believe the accusation is true) apply at SFIO arrest/remand; they are not a later-trial formality. Another 4 judgments on this section are set out below, all of them from the Supreme Court. They run from 2019 to 2022.
How do I find court cases under Section 212 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 212, section 212 Companies Act, section 212 of the Companies Act. People searching for it also type companies act 212 6 and companies act cap 212 re 2023. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 5 reported judgments on this section are set out on this page, beginning with Serious Fraud Investigation Office v. Rahul Modi (27 Mar 2019).
What should I read with Section 212 of the Companies Act, and has it changed?
Its own text turns on section 208 (Report on inspection made), section 210 (Investigation into affairs of company), section 217 (Procedure, powers, etc., of inspectors), section 447 (Punishment for fraud), so none of them can safely be read on its own. 5 other provisions in this corpus refer back to it. The rules and notifications made under it are where it actually bites, and there is one: most recently Companies (Arrests in connection with investigation by SFIO) Rules 2017 (2017).
When did Section 212 of the Companies Act come into force?
Section 212 of the Companies Act, cited as Companies Act 212, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.