Section 212 — Investigation into affairs of Company by Serious Fraud Investigation Office

(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 pr oceeded 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 sha ll not take cognizance of any offence referred to this sub -
section 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 Inv estigation 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.

1. Subs. by Act 21 of 2015, s. 17, for certain words, brackets and figures (w.e.f. 29-5-2015).
2. Subs. by Act 22 of 2019, s. 31, for “If the Director, Additional Director or Assistant Director” (w.e.f. 15-8-2019).
3. Subs. s. 31, ibid., for “The Director, Additional Director or Assistant Director of Serious Fraud Investigation Office shall,
immediately after arrest of such person under sub-section (8)” (w.e.f. 15-8-2019).
4. Subs. by s. 31, ibid., for “Judicial Magistrate” (w.e.f. 15-8-2019).
5. Subs. by s. 31, ibid., for “Magistrate’s Court” (w.e.f. 15-8-2019).

(12) On completion of the investigation, the Serious Fraud Inve stigation 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 Investigati on 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.
1[(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 inves tigating 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,