Supreme Court rejects Mahua Moitra's plea for public disclosure of AIF, FPI owners

The Supreme Court on Thursday dismissed a plea filed by TMC MP Mahua Moitra seeking directions to market regulator SEBI to mandate public disclosure of ultimate beneficial owners (UBOs), the natural persons who ultimately own or control investments, in Alternative Investment Funds (AIFs) and Foreign Portfolio Investors (FPIs). The Court held that it could not issue such directions in the absence of an existing legal or regulatory framework requiring that level of public disclosure.

A bench comprising Justices BV Nagarathna, R Mahadevan, and DK Upadhyay observed that the relief sought would effectively require the Judiciary to create a new regulatory policy, which falls outside its domain under Article 32 of the Constitution.

Key aspects of the plea and arguments


Moitra sought full public disclosure regarding ultimate beneficial owners, last natural persons, and investment portfolios of AIFs, FPIs, and their intermediaries operating in India. In simple terms, the petition aimed to expose the identities of the actual individuals who own, control, or financially benefit from investments made through multi-layered funds, companies, or trusts.

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While SEBI receives such information under its regulatory authority when required, Moitra argued for full public access, citing the financial interests of roughly 14 crore retail investors in the Indian stock market.

Representing Moitra, Advocate Prashant Bhushan contended:

• Public right to know: Ordinary citizens and investors should be able to identify who is buying and selling major blocks of shares, particularly when routed through complex or opaque foreign structures.
• Market protection: Opaque financial instruments present risks of market manipulation, disproportionately impacting retail investors who lack the analytical resources available to institutional players and regulators.
• Committee findings: Bhushan pointed to findings from a Supreme Court-appointed committee in a related prior matter to highlight the risks of opaque ownership.

Bench's observations and legal principles

The bench questioned the legal basis for demanding public disclosure without an underlying statute or rule mandating it. While SEBI’s September 19, 2025 reply confirmed that relevant ownership data is made available to the regulator during detailed inquiries, SEBI clarified that no legal framework currently exists to make this data public.

Key points raised by the court during the proceedings included:

• Enforcement vs. policy creation: The Court asked Bhushan whether the position would be different if an existing framework were being violated. The bench remarked: “If there is a framework and it is not being followed, you are asking us to [ensure] disclosure. Now there is no such policy.”
• Judicial overreach: The bench questioned whether granting the prayer would amount to the Court framing policy itself, asking: “Wouldn’t we be touching upon the policy decision?”
• Retail investor awareness: The bench questioned the assumption that retail investors are unprotected or uninformed, observing that “Investors are not naive,” noting that investors rely on professional advisers and personal research.
• Procedural hurdles: The Court noted it would be a “Herculean task” to convince the bench to mandate public disclosure without statutory backing.

Locus standi and petitioner status

The Court raised questions regarding Moitra’s standing (locus standi) to bring the petition as a sitting Member of Parliament rather than an impacted retail stakeholder.

When Bhushan clarified that Moitra is an investor herself, the bench noted she would then be seeking private interest relief rather than public interest relief. Bhushan countered that her status as an MP does not strip her of her rights as a citizen, stating: “Just because she is an MP does not disentitle her from coming before this Court.”

He emphasized that Moitra approached the Court in the interest of nearly 14 crore retail investors rather than leveraging her position as a parliamentarian. The bench clarified that its concern was not her identity as an MP or citizen, but whether the specific nature of the prayers could be granted by the Court at her instance.

Court's final ruling

Opposing the plea, Solicitor General Tushar Mehta, appearing for the Centre and SEBI, disputed Bhushan’s characterization of the regulatory position.

In its final decision, the bench refrained from ruling on whether greater disclosure is desirable or if Moitra's proposed policy had merit. Instead, it focused strictly on constitutional limits under Article 32:

“We are not in the merits. We are on whose instance and at whose instance we can [grant the relief],” the Court observed.

The bench concluded that ordering full public disclosure requires an underlying legal framework established by the legislature or regulator.

“Having regard to the prayer made, we find under Article 32 such a prayer cannot be granted,” the bench stated, noting that granting the petition would force the Court to create a non-existent regulatory system. “In its absence, the Court cannot direct full disclosure.”

Consequently, the Supreme Court dismissed the petition.