Parallel investigation barred under the Companies Act where SFIO had already seized identical fraud allegations on the same facts.

The Companies Act, 2013 was treated as a special code for investigation of corporate fraud, and once the Central Government assigned the matter to SFIO, Section 212 barred a parallel investigation by another agency on the same offences. The Court found that the later EOW FIR was substantially identical to the earlier complaint that had already triggered SFIO proceedings, with the same complainant, same persons, and the same factual foundation. It held that allowing both proceedings to continue would amount to duplicate investigation and defeat the statutory scheme. The impugned FIR was quashed qua the petitioner, and the EOW record was directed to be transferred to SFIO.

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Issues: (i) Whether the subsequent FIR before the Economic Offences Wing could continue during the pendency of earlier SFIO proceedings initiated under Section 212 of the Companies Act, 2013; (ii) whether the two complaints were substantially identical and founded on the same facts against the same persons by the same complainant; (iii) what was the effect of Section 212 of the Companies Act, 2013 on the impugned FIR and the parallel investigation.

Issue (i): Whether the subsequent FIR before the Economic Offences Wing could continue during the pendency of earlier SFIO proceedings initiated under Section 212 of the Companies Act, 2013?

Analysis: The statutory scheme of Sections 211, 212 and 436 of the Companies Act, 2013 was read as a special code governing investigation into corporate fraud. Once the Central Government assigned the matter to SFIO, Section 212(2) barred any other investigating agency from proceeding further in respect of offences under the Act, while Section 212(17) contemplated transfer and sharing of information between agencies. The Court held that the special enactment prevailed over the general criminal law framework and that simultaneous continuation of a parallel police investigation would defeat the legislative scheme and amount to abuse of process.

Conclusion: The subsequent EOW investigation could not lawfully continue in parallel with the pending SFIO proceedings.

Issue (ii): Whether the two complaints were substantially identical and founded on the same facts against the same persons by the same complainant?

Analysis: On comparison of the two complaints, the Court found that they were verbatim in substance, with no material difference in narration, allegations, or factual foundation. The same complainant had approached two different fora on the same accusations, and the later complaint merely altered the forum and the label of the agency. The allegations in the FIR were held to be already subsumed within the first complaint that had triggered SFIO action.

Conclusion: The two complaints were treated as identical in substance and based on the same factual matrix.

Issue (iii): What was the effect of Section 212 of the Companies Act, 2013 on the impugned FIR and the parallel investigation?

Analysis: Section 212 was treated as a complete code for investigation into company affairs where fraud was alleged. The Court held that once SFIO was seized of the matter, the offences alleged in the FIR, though framed under the Indian Penal Code, were substantially covered by the statutory company-law framework and could be examined within the SFIO process. Allowing both proceedings to continue would expose the petitioner to duplicate investigation on the same allegations and create conflicting outcomes.

Conclusion: Section 212 operated as a bar to the parallel FIR investigation in the facts of the case.

Final Conclusion: The impugned FIR was quashed qua the petitioner, and the EOW record was directed to be transferred to SFIO so that the matter could proceed within the ongoing SFIO investigation.

Ratio Decidendi: Where a special statute assigns exclusive investigative control to a specialised agency for offences arising out of a company's affairs, a later parallel investigation by another agency on the same facts is impermissible and liable to be quashed.

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