Delhi High Court – Orders
Anil Laxminarayan Biyani vs Union Of India And Anr on 28 March, 2026
Author: Purushaindra Kumar Kaurav
Bench: Purushaindra Kumar Kaurav
$~45
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ W.P.(C) 971/2026 and CM APPL. 4676/2026
ANIL LAXMINARAYAN BIYANI .....Petitioner
Through: Mr. Sanjay Jain, Sr. Advocate with
Mr. Anurag Alluwalia, Sr Advocate
with Ms. Neeha Nagpal, Mr. Malak
Bhatt, Mr.Vishvendra Tomar, Ms.
Nishta Juneja - Advocates.
versus
UNION OF INDIA AND ANR. .....Respondents
Through: Mr. Shashank Bajpai, CGSC with Mr.
Amit Acharya, Govt. Pleader
CORAM:
HON'BLE MR. JUSTICE PURUSHAINDRA KUMAR KAURAV
ORDER
% 28.03.2026
This matter has been taken up today, as 02.03.2026 was declared holiday.
1. Vide order dated 23.01.2026, the petitioner was called upon to satisfy
the Court on the issue of territoriality qua the instant lis. Thereafter, the
petitioner filed an additional affidavit dated 23.01.2026. In paragraph nos. 6
to 8 of the same, following position has been taken by the petitioner:
“6. That the entire investigation machinery set into motion by the
Impugned Order is based and operating from Delhi, and all
consequential proceedings are being conducted from Delhi.
7. That in the circumstances, a significant and substantial part of the
cause of action has arisen within the territorial jurisdiction of this
Hon‟ble Court, and this Hon‟ble Court has jurisdiction to entertain and
adjudicate the present Writ Petition challenging the Impugned Order andThis is a digitally signed order.
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all consequential proceedings emanating therefrom.
8. That in view of the aforesaid facts and circumstances, it is most
respectfully submitted that this Hon‟ble Court has territorial jurisdiction
to entertain the present Writ Petition and the same may kindly be
admitted and decided on merits.”
2. On a perusal of the said affidavit, the Court directed issuance of
notice on 27.01.2026 keeping the issue of jurisdiction open.
3. The respondents, however, having been granted enough opportunity,
have not filed any reply on the merits of the writ petition. The respondents,
in their reply, seem to have agitated the issue of jurisdiction alone.
4. During the course of hearing, Mr. Sanjay Jain, learned senior counsel
for the petitioner has been questioned on the locus of the petitioner to
institute the present petition. Mr. Jain, in response to the Court‟s query,
placed reliance on para. 23 and 24 of the petition, which reads as under:
“23. The Petitioner is a responsible law-abiding person. The Petitioner is
a commerce graduate and has vast exposure in textiles, yarn and ready-
made garments business. The Petitioner was never a director in FRL. The
Petitioner was a Director in FCRPL between 05.02.2018 to 10.11.2022.
24. The Petitioner is a Director and member of the Founder‟s Board at
Future Group, one of India‟s leading business houses that also operate
some of the country‟s most popular retail chains along with businesses in
allied areas. The Petitioner has over four decades of entrepreneurial
experience in a wide range of fields including textile manufacturing,
brand development and retailing.”
5. The order dated 31.10.205 (“Impugned Order”) issued by the
respondent no. 1-Ministry of Corporate Affairs under Section 212(c) of the
Companies Act, 2013 (“Act”), however, seems to direct an investigation to
be carried out, only in relation to Future Retail Ltd. (“FPL”) and Future
Corporate Resources Pvt. Ltd. (“FCRPL”). The said companies are not the
parties before this Court. Neither does it, prima facie, appear that the
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petitioner is a director of the said companies.
6. In any case, this Court in the case of Sourav Daspatnaik v. Mr.
Stratgrowth Business Advisors LLP,1 has held that if the rights of the
corporate entity are adversely affected, proceedings can be initiated only by
representative, authorized, by the concerned company. In the absence of an
authorisation letter being given by the company to a petitioner/plaintiff, a
person cannot “don the mantle of the company itself, and file suits on its
behalf”.
7. Mr. Jain further submits that both FPL and FCRPL are undergoing the
Corporate Insolvency Resolution Process („CIRP‟), and thus, cannot be
represented by Directors. In any case, if the interest of the companies is
being prejudiced, they can be represented by the concerned Resolution
Professionals in charge of the said companies.
8. Learned senior counsel also submits that affairs of the past Directors
are also under investigation, therefore, notices are being issued against
concerned individuals as well. However, as of now, there is no notice issued
to the petitioner. The notice dated 22.01.2026, which is annexed along with
the rejoinder submitted by the petitioner, is to one Mr. Kishore
Laxminarayan Biyani, who admittedly is not the petitioner.
9. All those aspects are to be looked into by the Court on the next date of
hearing.
10. Having noted the aforesaid, a bare perusal of the Impugned Order
reveals that the Central Government formed its “opinion” that it is, “in the
public interest”, necessary to investigate into FPL and FCRPL on the basis
of a Central Economic Intelligence Bureau (“CEIB”) reference dated
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10.09.2021 regarding investigation conducted by the Securities and
Exchange Board of India („SEBI‟) alleging insider trading (“CEIB
Reference”); and a reference by the Insolvency and Bankruptcy Board of
India (“IBBI”) dated 20.11.2024 regarding avoidance transactions (“IBBI
Reference”).
11. Mr. Jain contends that the investigation conducted by SEBI
culminated into an order dated 03.02.2021, passed by the Whole Time
Member of SEBI. This order was ultimately set aside by the Securities
Appellate Tribunal (“SAT”) vide an order dated 20.12.2023. Therefore,
respondent no. 1 did not have the requisite material to direct investigations
into the affairs of FPL and FCRPL. He further contends that since the
Impugned Order relies on an order which was set aside in appeal, it becomes
apparent, that the same has been passed without any application of mind.
12. Learned senior counsel also places reliance on a decision passed by
this Court in the case of Nita Puri v. Union of India,2 to submit that the
respondents can only initiate an investigation if there exists relevant
material/grounds. Paragraph nos. 21, 37 to 42 of the said decision are
extracted as under:
“21. Thus, it has been unequivocally laid down in the aforesaid judgment
that:
(i) the existence of circumstances relevant for formation of opinion for
the purpose of Section 212(1)(c) of the Act, 2013, “must be
demonstrable”;
(ii) the exercise of power under Section 212 must be in consonance with
the scheme of Chapter XIV of the Act, 2013. In terms thereof, in the first
instance, power is conferred under Section 206 to conduct
inspection/inquiry (Section 206(4) of the Companies Act, 2013). Section1
2025:DHC:11971
2
2025:DHC:7433.
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208 specifically contemplates that the registrar or inspector shall, after
inspection of books of accounts or inquiry under Section 206, submit a
report in writing to the Central Government, along with such documents,
if any, and the report may also include or recommend further
investigation into the affairs of the company, if necessary.
(iii) Section 210 contemplates investigation into the affairs of a company:
(a) on the receipt of a report of the Registrar or inspector under Section
208;
(b) on intimation of a special resolution passed by a company that the
affairs of the company ought to be investigated; or
(c) in public interest.
(iv) Where a report under Section 208 does not find any occasion to
conduct a further investigation, the same has a bearing on the exercise of
power under Section 212(1)(c) of the Act, 2013 (as in the facts of the case
before the Bombay High Court).
(v) Where recourse is sought to be taken to Section 212(1)(c) of the Act,
2013, the same ought to be “based on the report of the Registrar or
Inspector under Section 208; on intimation of a special resolution passed
by a company that its affairs are required to be investigated; in the
public interest or on the request from any department of the Central
Government or the State Government”
(vi) It is necessary for the Central Government not only to form an
opinion regarding necessity to investigate into the affairs of the company,
but also to justify the assignment of such investigation/s to the SFIO.
(vii) An order under Section 212 must disclose the relevant
circumstance/s which warrant (i) conduct of investigation and (ii)
conduct of investigation by the SFIO.
…….
……
37. As such, even the GSA Report does not arrive at the conclusion that
is sought to be attributed to it in the impugned order.
38. In the circumstances, it is apparent that the impugned order, in
paragraph 2 thereof, wrongly records that “in Moser Bear India Limited
(MBIL) following Preferential, Undervalued, Fraudulent and
Extortionate transactions (PUFE) transactions were noticed in the
Forensic Audit Report… “. As noticed, the said assertion is belied by a
bare perusal of the concerned Audit report/s. It is incomprehensible as to
why the impugned order contains such an apparent mis-statement.
39. The above strikes at the very root of the validity of the impugned
order. While it is true that an order issued by the Central Government
under Section 212(1)(c) of the Act, 2013 is predicated on the “opinion”
of the Central Government, the same clearly has no legs to stand on,
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where the formation of opinion is based on non-existent ground/s.
40. It is again noticed that in making a wrong / false attribution to the
GSA Report and / or Sikdar Report, the impugned order in the present
case bears an uncanny similarity to the factual conspectus of the case
that fell for consideration before the Bombay High Court in the aforesaid
case of Parmeshwar Das Agarwal (supra). Paragraph 2 of the order
under Section 212(1)(c) of the Act, 2013 in that case, referred to an ROC
report dated 13.01.2016, which allegedly recommended that
investigation be made by “Multi Disciplinary Authority / Specialized
Agency to find out malutilization of the bank finance and other violations
under provisions of law”. The Bombay High Court, however, found that
in fact, the ROC report did not make any such recommendation.
41. In the present case, the impugned order asserts that the concerned
audit report/s rendered findings regarding transactions which fall in the
“PUFE Category”. However, neither of the two forensic audit reports on
the basis of which such attribution is made, finds any PUFE transaction.
42. The law is well-settled that although the formation of opinion by the
Central Government is subjective, but the existence of circumstance/s
forming the basis of such opinion must be „demonstrable‟. The legal
position in this regard has been expounded by the Supreme Court in the
landmark cases of Barium Chemicals Limited vs. Company Law Board
(supra), Rohtas Industries vs. SD Aggarwal (supra) and Rampur
Distillery vs. Company Law Board, (supra). The same has also been
reiterated by the Division Bench of Bombay High Court in Parmeshwar
Das Agarwal (supra). As held therein, the legal position expounded by
the Supreme Court [in Barium Chemicals, Rohtas Industries and Rampur
Distillery (supra)] for the purpose of judicial review of the “opinion”
under Section 237 and 326 of the 1956 Act, is also applicable, and
relevant for the purpose of testing the “formation of opinion” under
Section 212 of the Act, 2013.”
13. In the instant case, the respondents, despite having been granted
sufficient opportunity, have not justified the Impugned Order.
14. Under these circumstances, the Court finds that it would not be
appropriate for the respondents to call upon the petitioner for any
investigation.
15. In view thereof, the respondents are restrained from calling the
petitioner for any investigation.
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16. The objections raised by the respondents shall be considered on the
next date of hearing.
17. List on 09.04.2026.
PURUSHAINDRA KUMAR KAURAV, J
MARCH 28, 2026
Nc
This is a digitally signed order.
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The Order is downloaded from the DHC Server on 01/04/2026 at 20:53:57
