Saya & Associates
An SFIO investigation begins with records: a first-response guide for company officers
What an SFIO investigation is
Section 212 of the Companies Act, 2013 lets the Central Government assign an investigation into a company's affairs to the SFIO.
It can do so on a Registrar's or inspector's report, on the company's own special resolution, in the public interest, or at a government department's request.
The SFIO's investigating officer has the powers of an inspector under section 217 of the Act (section 212(4)). Those powers include calling for books and papers and examining people on oath.
This is not a routine Registrar query. Section 212(8) lets authorised SFIO officers arrest a person they have reason to believe is guilty of specified offences, including fraud under section 447, with that reason recorded in writing.
Identify the instrument and its scope
Keep the complete notice and any order that came with it. The formal instrument, the addressee, the period covered and each category of records sought all shape the response.
An inquiry from the Registrar, an SFIO investigation and a request for one person to attend are different processes, even when they concern the same company. Treat each on its own terms.
Record when and how the notice arrived, the stated deadline and the named officer. Route all communication through one designated person, so that different teams do not give inconsistent explanations.
Preserve before sorting
Section 217(1) makes it the duty of officers, employees and agents, including former ones, to preserve and produce the company's books and papers in their custody or power, and to give the inspector the help they reasonably can.
Section 212(5) separately requires the company and its current and former officers and employees to give the investigating officer the information, explanations, documents and assistance the investigation requires.
In practice, suspend routine deletion for relevant email, messaging, accounting, board and transaction records. Identify backups and any personal devices that may hold business material.
Preservation does not mean producing everything at once. It means stopping the record from changing while the company works out what is requested and what it holds.
Keep originals intact. Work from copies, preserve metadata and note who collected each source. Never rewrite a board minute, backdate an approval or tidy an account entry after the request arrives. Add explanations separately.
Keep a production register
A production register is a table that tracks each requested item from collection to delivery. It shows what exists, what is missing and where more collection is needed.
It also lets the company answer a follow-up request without rebuilding the first production.
Six columns are enough. Two illustrative rows:
| Request item | Custodian | System or location | Period | Review owner | Status |
|---|---|---|---|---|---|
| Board minutes approving the loan | Company secretary | Minute books and board portal | April 2022 to March 2024 | Outside counsel | Collected, under review |
| Escrow account statements | Finance controller | Bank portal exports | Financial year 2022-23 | Finance lead | Requested from the bank |
Before sending records, check for duplicate versions, incomplete exports, other people's confidential information, and documents that are easy to misread without context.
Privilege and third-party information need a fact-specific legal review. Labelling a folder "confidential" does not resolve either question.
Where a record cannot be found, say which of three things is true: it is not held, it has not been found yet, or it was never created. These are different statements. Do not guess.
Prepare people as carefully as documents
An inspector can examine officers and employees on oath under section 217(4). The notes are read over to the person, signed, and may then be used in evidence against them (section 217(7)).
Establish who handled each transaction or filing at the time. Give each person the records they need to refresh their memory, and keep clear what they know personally and what they infer from documents.
No one should be asked to agree on a common recollection. The aim is an accurate chronology, including gaps and changes in personnel. Where an individual's interests may conflict with the company's, consider separate representation.
Failing without reasonable cause to produce records, furnish information, appear or answer questions is itself an offence under section 217(8).
The first 48 hours
- Secure the notice. Keep the request, any order and the delivery record together.
- Pin down the scope. Identify the legal entity, the addressee, the deadline and the precise categories of material sought.
- Stop routine deletion. Suspend auto-delete and backup rotation for every relevant source.
- Name a response owner. Appoint one coordinator and list custodians, including former personnel where relevant.
- Open the production register. Record each request item and every collection step from the start.
- Take advice before substantive replies. Get advice on scope, attendance, production and any individual conflicts before the company answers on substance.
Frequently asked questions
Can a company refuse an SFIO request for documents?
Officers, employees and agents have a statutory duty to preserve and produce books and papers under section 217, and failing without reasonable cause to produce them is an offence.
Concerns about scope, privilege or third-party data should be raised through advice and correspondence, not by silence.
Do former directors and employees have obligations?
Yes. Section 217(1) extends the duty to preserve, produce and assist to former officers, employees and agents of a company under investigation, for books and papers in their custody or power.
Can a statement made to the SFIO be used later?
Yes. Notes of an examination on oath under section 217(4) are read over, signed and may be used in evidence against the person examined (section 217(7)). Preparation should therefore aim at accuracy.
Should the company produce everything it holds, to be safe?
No. Produce what the instrument asks for, accurately, with a record of what was collected and why. Over-production can bury the documents that matter and disclose other people's confidential information.
What if the deadline cannot be met?
Say so before it passes. Explain which part of the request is affected and why, and propose a date. Sending an incomplete production without comment leaves the gap unexplained.
The takeaway
The first response should be prompt and accurate. A controlled process lets the company comply with the investigation while keeping a reliable account of what it knows and what it holds.
To discuss a notice your company has received, contact Saya & Associates.
This article provides general information as at 23 September 2026. The duties and available safeguards depend on the instrument, the investigation and the person's role. It is not legal advice.