Delhi High Court Refuses Disclosure Of MCA Orders In SFIO Probe Into Anil Ambani Group Companies

The Delhi High Court has recently refused to direct the Ministry of Corporate Affairs (MCA) and the Serious Fraud Investigation Office (SFIO) to disclose orders directing an investigation into the affairs of Reliance Home Finance Limited, Reliance Communications Limited, and other Anil Ambani companies under Section 212 of the Companies Act, 2013.

The court held that the Mandke Foundation had no enforceable right to seek disclosure of those orders or the material forming their basis while the investigation remained at a preliminary stage.

A coram of Justice Swarana Kanta Sharma observed that the petitioner could not insist on disclosure of the MCA's investigation orders and the underlying material at this stage of the proceedings.

"This Court is, therefore, of the considered opinion that no enforceable right has been made out by the petitioner to seek disclosure of the MCA Orders and the underlying material at this preliminary stage of the investigation."

Mandke Foundation, a Section 8 (Non-Profit) company that runs the Kokilaben Dhirubhai Ambani Hospital and Medical Research Institute in Mumbai, approached the high court after the SFIO declined to provide copies of the MCA's investigation orders and the material forming their basis despite requiring it to participate in the investigation.

Acting on the MCA's orders, the SFIO issued a notice under Section 217 of the Companies Act directing the Foundation to furnish financial records from FY 2008-09 to FY 2025-26. The notice stated that an analysis of the bank account transactions and financial statements of the companies under investigation had revealed that the Foundation had directly or indirectly entered into financial transactions with Reliance Home Finance Limited, Reliance Communications Limited and other companies under investigation.

The Foundation said it first learned about the MCA's orders through the SFIO notice. While expressing its willingness to cooperate, it sought copies of the orders to understand the scope and basis of the investigation insofar as it concerned the Foundation. It claimed the SFIO neither supplied the documents nor responded to its request. Instead, it issued summons to the Foundation's present and former directors.

The Foundation then moved the high court seeking copies of the MCA's investigation orders and the material forming their basis. The Union government and the SFIO opposed the plea, arguing that the investigation was still at a preliminary stage. They said disclosure of the orders and the underlying material could prejudice the ongoing probe involving several companies. They also pointed out that connected proceedings arising from the same investigation were pending before the Bombay High Court.

The court noted that the Foundation was not challenging the investigation itself. It was only seeking disclosure of the MCA's investigation orders and the material forming their basis.

Referring to the SFIO's notice, the court said the Foundation had already been informed that the Central Government had ordered an investigation into the affairs of Reliance Home Finance Limited and other companies. The notice also explained that the Foundation had been asked to furnish documents because an analysis of the bank account transactions and financial statements of the companies under investigation had revealed that it had directly or indirectly entered into financial transactions with those companies.

"Therefore, it cannot be said that the petitioner was left completely unaware of the nature or purpose of the information sought, inasmuch as the notice itself discloses that the information has been sought in connection with an ongoing investigation into the affairs of the aforenoted companies under investigation, and that the petitioner is being called upon to furnish documents in view of its financial transactions with such companies," the court observed.

The court also noted that the Foundation had not furnished the information sought despite receiving the notice and a subsequent reminder. It said the summons issued to the Foundation's directors had to be viewed in that context.

"In these circumstances, the issuance of summons has to be seen in the backdrop of the petitioner's failure to furnish the information sought despite the notice and the reminder issued by the SFIO," the court noted.

The court further observed that the investigation involved several companies and that related proceedings were pending before the Bombay High Court. At this stage, it found no reason to disregard the respondents' contention that disclosure of the MCA's investigation orders and the material forming their basis could prejudice the ongoing investigation, not only in relation to the Foundation but also in the connected proceedings.

The court, therefore, dismissed the writ petition. It clarified that if any action prejudicial to the Foundation was taken at a later stage, it would be free to avail of remedies available in law and raise all contentions permissible in accordance with law.

For Petitioner: Senior Advocate Rajiv Nayar, Advocates Arshdeep Singh Khurana, Neeha Nagpal, Sulakshan V, Vishvendra Tomar, Arjun Singh, Tannavi Sharma, Simran Khurana, Prabhav Bahuguna, Shreyas Maheshwari and Naman Maheshwari

For Respondents: Advocates Chetan Sharma, ASG, Nidhi Raman, CGSC, Kamlendra Mishra, CGSC, Krishna Pandey, Vinod Kumar, Shivam, Akash Mishra, Arnav Mittal, Amit Gupta and Subhash Sharma