HGV, is a Senior Partner in Supreme & Co. LLP, Practising Company Secretaries. The firm has good repute in handling corporate related matters including investigations and other representations. PRO, Company Secretary

The provision of investigation under section 212 of the Companies Act, 2013 (the Act) is in addition of the provision of investigation under Section 210 of the Act. Accordingly, the Central Government may by order assign investigation into the affairs of a company- (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 (SFIO) and its Director, may designate such number of inspectors, as he may consider necessary for the purpose of such investigation. According to section 212(2) of the Act, where any case has been assigned by the Central Government to the SFIO for investigation under the 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 the 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 the Act to SFIO. According to section 212(3) of the Act, where the investigation into the affairs of a company has been assigned by the Central Government to SFIO, it shall conduct the investigation in the manner and follow the procedure provided chapter XIV of the Act relating to Inspection, Inquiry and Investigation; and submit its report to the Central Government within such period as may be specified in the order. According to section 212(4) of the Act, the Director, SFIO 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 of the Act. According to section 212(5) of the Act, 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. According to section 212(6) of the Act, notwithstanding anything in the Code of Criminal Procedure, 1973 (CrPC) the provisions of offence covered under section 447 of the 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: It has been 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: It has further been provided further that the Special Court shall not take cognizance of any offence referred to this sub-section except upon a complaint in writing made by- (i) the Director, SFIO; or (ii) any officer of the Central Government authorised, by a general or special order in writing in this behalf by that Government. According to section 212(7) of the Act, the limitation on granting of bail specified in section 212 (6) of the Act is in addition to the limitations under CrPC or any other law for the time being in force on granting of bail. According to section 212(8) of the Act, if any officer not below the rank of Assistant Director of SFIO authorised 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 section 447, he may arrest such person and shall, as soon as may be, inform him of the grounds for such arrest. According to section 212(9) of the Act, the officer authorised under section 212(8) of the Act shall, immediately after arrest of such person, forward a copy of the order, along with the material in his possession, to SFIO in a sealed envelope, in prescribed manner and SFIO shall keep such order and material for such period as may be prescribed. According to section 212(10) of the Act, every person arrested under section 212(8) of the Act shall within twenty-four hours, be taken to a Special Court or Judicial Magistrate or a Metropolitan Magistrate, having jurisdiction: It has been Provided that the period of twenty-four hours shall exclude the time necessary for the journey from the place of arrest to the Special Court or Magistrate's court. According to section 212(11) of the Act the Central Government if so directs, SFIO shall submit an interim report to the Central Government. According to section 212(12) of Act on completion of the investigation, SFIO shall submit the investigation report to the Central Government. According to section 212(13) of the Act, notwithstanding anything contained the 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. According to section 212(14) of the Act, 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 SFIO 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. According to section 212(14A) of the Act, where the report under section 212(11) or 212(12) of the Act, 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 National Company Law Tribunal (NCLT) 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. According to section 212(15) of the Act, notwithstanding anything contained the 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 CrPC. According to section 212(16) of the Act, notwithstanding anything contained in the Act, any investigation or other action taken or initiated by SFIO under the provisions of the Companies Act, 1956 shall continue to be proceeded with under that Act as if this Act had not been passed. According to section 212 (17), (a) In case Serious Fraud Investigation Office has been investigating any offence under the 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 SFIO; (b) SFIO 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.