Delhi High Court dismisses Future Group promoter’s challenge to SFIO probe, holds Bombay the proper forum

Future Retail Limited (FRL) and Future Consumer Retail Private Limited (FCRPL), both having their registered offices in Mumbai, were subjected to an investigation directed by the Ministry of Corporate Affairs (MCA) under Section 212(1)(c) of the Companies Act, 2013, by order dated 31 October 2025.

The order relied, inter alia, on references from the Central Economic Intelligence Bureau and the Insolvency and Bankruptcy Board of India concerning alleged avoidance transactions involving approximately ₹15,856.68 crore.

The petitioner, who had been a director of FCRPL, challenged the MCA order and consequential proceedings under Article 226 of the Constitution before the Delhi High Court.

The respondents objected to Delhi’s territorial jurisdiction, contending that the companies, their records, the concerned Registrar of Companies, insolvency proceedings, and any potential prosecution were all connected with Mumbai.

The petitioner argued that the impugned order was issued by the MCA from New Delhi and that the SFIO investigation and notices emanated from its Delhi office, thereby giving rise to part of the cause of action in Delhi.

Whether the Delhi High Court had territorial jurisdiction under Article 226(2) of the Constitution merely because the MCA issued the impugned investigation order from New Delhi.

Whether the location of the SFIO headquarters and the filing of an affidavit or issuance of notices by officers stationed in Delhi constituted a substantial part of the cause of action in Delhi.

Whether, applying the doctrine of forum conveniens, the High Court of Bombay was the appropriate and convenient forum for adjudicating the challenge to the investigation order.

Article 226(2) permits a High Court to exercise writ jurisdiction where the cause of action arises wholly or in part within its territory; however, the existence of a part of the cause of action does not invariably compel exercise of jurisdiction, since the Court may consider the doctrine of forum conveniens and the forum having the closest connection with the dispute.

The Court relied on Oil and Natural Gas Commission v. Utpal Kumar Basu, (1994) 4 SCC 711, for the principle that a writ petition should not be entertained merely because a fraction of the cause of action arose within the territorial jurisdiction, and on Kusum Ingots & Alloys Ltd. v. Union of India, (2004) 6 SCC 254, for the principle that the Court may decline jurisdiction where another forum is more convenient.

Section 212(1)(c) of the Companies Act, 2013 authorises the Central Government to direct an SFIO investigation into the affairs of a company; Section 213 concerns investigation into a company’s affairs, while Section 436 identifies the jurisdiction of Special Courts for offences under the Companies Act.

Section 2(29) of the Companies Act, defining “Court” for the purposes of the Act, was held to have no determinative bearing on the High Court’s constitutional territorial jurisdiction.

The Court held that the mere fact that the MCA, a central authority located in New Delhi, passed the impugned order did not establish that Delhi was the appropriate forum; otherwise, every MCA order concerning a company situated anywhere in India could generate jurisdiction in Delhi.

Similarly, the fact that an SFIO officer posted at its Delhi headquarters filed an affidavit, or that notices were issued from Delhi, did not demonstrate that the investigation had its principal nexus with Delhi.

The substantial and operative connection of the dispute was with Mumbai: FRL and FCRPL had their registered offices there; their statutory, financial and other records were maintained there; ROC Mumbai was the relevant statutory authority; insolvency and avoidance proceedings were pending before the NCLT, Mumbai Bench; and any prosecution would ordinarily be before the competent Special Court having jurisdiction over Mumbai.

The pendency of related proceedings before the Bombay High Court further supported avoiding parallel litigation concerning the same companies and underlying transactions, notwithstanding that the petitioner and the other litigant were distinct individuals.

Applying Article 226(2) and the doctrine of forum conveniens, the Court therefore concluded that Mumbai had the principal and substantial nexus with the dispute.

The writ petition and pending application were dismissed on the ground of territorial jurisdiction.

The Court expressly clarified that it had not examined or expressed any opinion on the merits of the investigation or any other substantive issue.