The Supreme Court on Monday dismissed the Union government's review petition against its judgment holding that a Special Court for Economic Offences cannot take cognizance of offences under the Companies Act, 2013 relating to fraud on the basis of a private complaint.

A bench of Chief Justice of India Surya Kant and Justices K Vinod Chandran and Joymalya Bagchi, however, clarified that the Union government can authorise an officer to institute such a complaint under the second proviso to Section 212(6) of the Companies Act, in addition to the Director of the Serious Fraud Investigation Office (SFIO).

“Since, in the case in hand, complaints were filed by private individuals, we are of the view that the judgment under reference does not require any reconsideration. The review petition is accordingly dismissed. However, the Union of India shall be at liberty to invoke its powers under second proviso of Section 212(6) and authorise any officer by a general or special order in writing to institute the complaint in addition to the Director, SFIO”, the Court said.

Section 212 of the Companies Act deals with investigation into the affairs of a company by the SFIO. Under the second proviso to Section 212(6), a Special Court can take cognizance of an offence covered by Section 447 only on a written complaint by the SFIO Director or an officer of the Central Government authorised for this purpose.

The review arose from the Supreme Court's January 9 judgment concerning offences under Sections 448 and 451 of the Companies Act.

Section 448 deals with false statements, while Section 451 deals with punishment for repeated defaults. The Court had observed that Section 448 prescribes punishment for fraud as defined under Section 447 and is therefore an offence covered by Section 447 for the purpose of Section 212(6).

The Court had consequently held that a Special Court could not take cognizance of such offences merely on the basis of a private complaint. It had quashed criminal proceedings against former directors of a Hyderabad-based real estate company.

The Court had also held that a person alleging fraud in the affairs of a company was not left without a remedy and could approach the National Company Law Tribunal under Section 213 of the Companies Act, subject to satisfying the eligibility requirements.

The Union of India sought a review of this judgment.

During the hearing, Additional Solicitor General Aishwarya Bhati submitted that the private respondents would have to be heard because the private complaint had resulted in their prosecution.

Justice Chandran asked why the respondents should be heard when the Union was not seeking a review of the judgment on the issue of private complaints, but was seeking permission for the Registrar of Companies (ROC) to institute complaints.

Justice Bagchi suggested that the Union could issue a notification authorising a government officer in the ROC department to file complaints.

The ASG contended that Section 212 deals with investigations by the SFIO but there were also investigations which were not conducted by the SFIO.

However, CJI Kant referred to the second proviso to Section 212(6) and pointed out that the Central Government could authorise an officer to file the complaint.

Justice Bagchi said that, so far as the ROC was concerned, an authorisation would address the issue. He added that private parties were not aggrieved by the judgment on this aspect and questioned why the review should proceed against them.

He further observed that once the statutory power was invoked and the ROC was given the requisite authority, non-SFIO investigations would also be covered by the notified officer filing the complaint.

Ultimately, the Court dismissed the review but allowed the Union to authorise any officer to institute the complaint in addition to the Director, SFIO.

Case no. – R.P.(Crl.) No. 470/2026

Case Title – Union of India v. State of Telangana and Ors.