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of <h1>Delhi HC Issues Notice Challenging SFIO Investigation Into Educomp Solutions Under Section 212(1)(c) Companies Act</h1> Delhi HC issued notice in petition challenging SFIO investigation into Educomp Solutions Limited. Petitioner argued investigation was not in public ... Investigation into the affairs of Educomp Solutions Limited (ESL) through Serious Fraud Investigation Office (SFIO)/respondent No.2 - seeking to set aside investigations as being passed in public interest though no public interest is involved in this case - impugned order not issued in public interest as per Section 212 (1) (c) of the Companies Act, 2013, rather it was passed on the basis of a complaint of the rival group - HELD THAT:- In Parmeshwar Das Aggarwal vs Additional Director [2016 (11) TMI 29 - BOMBAY HIGH COURT], the Bombay High Court held 'We are in complete agreement with Mr.Godbole that this is an investigation directed at the instance of the rival groups and though Mr.Agarwal tries to persuade us into holding that the Central Government has not been influenced by or is never interested in family matters or disputes, we find that to be essential basis on which the whole action is initiated. It being so initiated at the threshold itself it is vitiated. The law does not permit entering into all such controversies as are essentially factual and existing between groups or shareholders of a private company locked in litigation and which litigation has not reached finality.' Notice issued - List on 28.09.2022. Issues:- Challenge to the order dated 17.08.2018 under Section 212 (1) (c) of the Companies Act, 2013 for investigation into the affairs of a company.- Violation of natural justice in passing the impugned order based on a complaint by a rival group.- Examination of previous orders related to similar investigations.- Application of legal principles regarding the formation of opinion for investigation under the Companies Act, 2013.- Challenge to the order based on lack of public interest and influence by family disputes.- Interim prayers for stay of the impugned order and no coercive action against the petitioners.Detailed Analysis:1. The petition challenges the order dated 17.08.2018 under Section 212 (1) (c) of the Companies Act, 2013, seeking to quash the investigation into the affairs of a company conducted by the Serious Fraud Investigation Office (SFIO) based on a complaint by a rival group. The petitioners argue that the order lacks public interest and is a result of private corporate rivalry, violating principles of natural justice.2. The petitioners refer to previous orders related to similar investigations, highlighting instances where no further measures were taken pending fraud declaration and where investigations were stayed due to lack of preliminary inquiry and procedural irregularities. These references aim to support the argument against the validity of the impugned order.3. Legal principles regarding the formation of opinion for investigation under the Companies Act, 2013 are examined. The judgment in Parmeshwar Das Aggarwal vs Additional Director emphasizes the need for demonstrable circumstances justifying the exercise of investigative powers. The court found the impugned order lacking in requisite material and public interest, leading to the quashing of the order.4. The decision of the Bombay High Court was challenged before the Supreme Court in Union of India vs Parmeshwar Das Aggarwal, but the challenge was dismissed. The Supreme Court upheld the findings of the High Court regarding the lack of public interest and the influence of family disputes in initiating the investigation.5. The petitioners seek interim prayers for a stay of the impugned order and no coercive action against them. The court issues notice to the respondents, who argue that the petition is time-barred due to the age of the impugned order. The court grants time for the respondents to file a response and directs no coercive steps against the petitioners until the next hearing date.6. In conclusion, the court's detailed analysis of the issues raised in the petition reflects a thorough examination of legal principles, previous judgments, and the specific circumstances surrounding the investigation into the company's affairs. The interim prayers for relief are considered in light of the arguments presented, ensuring a fair and just process in the legal proceedings.
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