TaxTMI 
TaxTMI 
2026 (8) TMI 1757
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....nd Future Consumer Retail Private Limited (FCRPL) were incorporated in the year 2007. FRL is engaged in retail trading of various branded products, including grocery, fruits and vegetables, general merchandise, staples, fashion and accessories. During 2016-2017, the Future Group publicly discussed the restructuring of its HomeTown and FabFurnish businesses. In March 2017, discussions and preparatory steps were undertaken for a scheme of arrangement, culminating in the proposed demerger of the HomeTown and FabFurnish businesses into Praxis Home Retail Private Limited, which was announced on 20.04.2017. In 2019, Amazon acquired a 49% stake in Future Coupons Private Limited (FCPL), subject to certain restrictive covenants and non-compete provisions. In the year 2020, SEBI initiated proceedings against Mr. Kishore Biyani and connected entities, including FCRPL, alleging insider trading in the shares of FRL during the period from 10.03.2017 to 20.04.2017. The allegations were disputed by the noticees, who also sought inspection of the relevant documents. Separately, the Future Group announced its proposed transaction with Reliance entities for transfer of its retail and logistics busine....
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....4. Aggrieved by the impugned order dated 31.10.2025 and the consequential proceedings, the petitioner instituted the present writ petition on 19.01.2026, seeking quashing and setting aside thereof. 5. The learned ASG appearing on behalf of the respondents submits that this Court does not have territorial jurisdiction to entertain the present petition, as the registered offices of the companies under investigation, including FRL and FCRPL, are situated in Mumbai. He submits that the impugned investigation order dated 31.10.2025 was passed under Section 212(1)(c) of the Companies Act, 2013 in respect of companies having their registered offices in Mumbai and, therefore, the High Court of Bombay is the appropriate forum. Merely because the impugned order was issued by the MCA from New Delhi would not confer territorial jurisdiction upon this Court. The learned ASG submits that the statutory records, books of accounts and other compliance records of the companies are maintained in Mumbai, the concerned Registrar of Companies (ROC) is ROC Mumbai, and any inspection, inquiry or seizure of documents would also have a nexus with Mumbai. Further, the insolvency and avoidance proceedings ....
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....gs. He submits that since the impugned order was issued by the MCA from New Delhi, this Court has territorial jurisdiction to entertain the present petition. He submits that the respondent's reliance on Section 2(29) of the Companies Act, on the ground that the registered offices of FRL and FCRPL are situated in Mumbai, is misplaced. According to him, Section 2(29) defines "Court" for the purposes of exercise of jurisdiction under the Companies Act and has no bearing upon the territorial jurisdiction of a High Court under Article 226 of the Constitution. The present proceedings being constitutional proceedings under Article 226, their territorial jurisdiction is governed by Article 226(2) of the Constitution. 9. The learned senior counsel further submits that a part of the cause of action has clearly arisen within the territorial jurisdiction of this Court, as the impugned order was issued by the MCA from New Delhi. He further submits that respondent no. 2/SFIO has its office at 2nd Floor, CGO Complex, Lodhi Road, New Delhi, from where the investigation is being conducted and controlled. This, according to him, is also borne out from the counter affidavit filed by the respondent....
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....hi. It is, therefore, contended that a substantial part of the cause of action has arisen within the territorial jurisdiction of this Court. It is further submitted that the pendency of a writ petition before the High Court of Bombay filed by another Director of a company under investigation would have no bearing on the territorial jurisdiction of this Court. 13. Having considered the aforesaid submissions, and upon perusal of the judgments relied upon by the parties, the relevant provisions of the Companies Act, including Section 213, as well as Article 226(2) of the Constitution, this Court is unable to accept the contention of the petitioner. It is not in dispute that the companies which are the subject matter of the impugned investigation have their registered offices in Mumbai. Merely because the MCA is situated in New Delhi and has passed the impugned order directing investigation into the affairs of companies situated in Mumbai, would not, by itself, confer territorial jurisdiction upon the Courts in Delhi. 14. It is necessary to bear in mind that the fact that the MCA is a central authority having its office in Delhi cannot mean that every order issued by it in relati....
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....ned order has been passed by the MCA under the Companies Act directing an investigation into the affairs of FRL and FCRPL cannot lead to the conclusion that the investigation would necessarily be carried out only from the place where the MCA is situated. The investigation would necessarily concern the affairs, transactions, records and statutory compliances of the companies under investigation. If required, the relevant records may be called for or seized, and the investigation may be undertaken at the place where such records and the affairs of the companies are situated. In the present case, the principal location of such records and affairs is Mumbai. The concerned ROC is also situated in Mumbai and, if the investigation ultimately results in prosecution, the same would lie before the competent Special Court having jurisdiction in Mumbai. 18. It is also apposite to note that another Director connected with the companies under investigation has already instituted proceedings before the High Court of Bombay, which have been entertained. It is stated that proceedings concerning permission to travel abroad have also been considered by the High Court of Bombay. While the petitione....