TMI Blog2024 (3) TMI 1243X X X X Extracts X X X X X X X X Extracts X X X X ..... in the petition or in an application for interim relief. Such submissions have been duly noted in the impugned order. Para 9 of the impugned order rather says it is only in view of the averments made by the petitioner in its petition the interim order is passed. There are no infirmity in the impugned order before us, specially in view of the fact only oral submissions were made before the Ld. NCLT as alleged, without support of any documents or reply. Even otherwise conduct of forensic audit does not determine the rights and liabilities of the parties but merely would enable the Ld. Tribunal to appreciate the issues involved. The issues raised in the petition before Ld. NCLT are allegations of siphoning of funds, grave lapses in the appointment of statutory auditors, lack of approval of petition on reserved matter, non-maintenance of proper books of accounts and hence this conduct of forensic audit will only come to the aid of the Tribunal to adjudicate the petition. Thus in view of the allegations of serious lapses and non-compliance in the financial statements, no proper disclosure of related party transactions, non-reporting, non-disclosure and non-compliance of statutory compli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a period of 10 years. 4. The company petition was filed for Oppression and Mismanagement by Respondent No.1 alleging the appellant had denied to the Respondent No.1 the inspection of the books of accounts; had not called for an EOGM; had purchased loan without its consent and had failed to comply with statutory compliances. 5. The learned counsel for the Appellant has referred to the Rejoinder Affidavit filed in support of this appeal to say there have been a dispute between the Appellant and Respondents qua the exclusivity agreement as well as insufficient investment made by Respondent No.1 and for this reason two letters viz letters dated 13.7.2023 and 12.08.2023 were sent by the appellant to Respondent No.1. Further the appellant refers to a letter dated 12.12.2023 wherein it noted the Respondent No.1 had violated the Exclusivity Clauses and had rather given an independent bid for ground handling service at Nagpur Airport and has been awarded such contract. 6. Be that as it may, the crux of the argument made by the Learned Counsel for the appellant is the impugned order is devoid of reasoning. It is alleged no reason is mentioned by the Ld. NCLT to direct an independent forensic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... There is nothing in the order to justify the directions for conducting forensic audit of accounts of the Comkpany that too for more than 15 years. The Adjudicating Authority must record reasons in support of conclusions. However, in the impugned order no reasons are mentioned for the said directions. The order is cryptic and non-speaking, therefore, it cannot be sustained. 8. Thus it is argued that there is nothing on record to reveal the Tribunal had applied has applied its mind to direct forensic audit and such order be set aside and matter be remanded back for hearing the application afresh. 9. Before proceeding further it would be appropriate to refer to paras 6, 7, 8, 9 and 10 of the impugned order:- 6. Further, it is claimed that during the course of the partnership between the Petitioner and Respondent No.2 concerning the Respondent No.1 SPV, from June 2021 onwards, multiple issues/problems have arisen in terms of the management of the Respondent No.1 SPV, which is completely/entirely run by the Respondent No. 2 including all statutory compliance related obligations. The issues that cropped up between the parties are multifarious and numerated as below: - a. The petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... till the final adjudication of this Company Petition, The Respondent No. I shall be barred to proceed with finalizing the purported Audited Profit and Loss Balance Sheet of the Respondent No. 1 for the Financial Year 2022-23. 10. Admittedly on 17th October, 2023 the arguments were heard by the Ld. NCLT and the matter was reserved for orders on interim relief. The appellant was directed to file reply affidavit. Admittedly the appellant neither filed its reply affidavit nor documents as are now filed before us. It is in these circumstances we need to examine if the impugned order was wrong. Admittedly if the reply affidavit and documents were not filed before the Ld. NCLT then there was nothing before the Ld. Tribunal except to proceed on submissions made in the petition or in an application for interim relief. Such submissions have been duly noted in the impugned order. Para 9 of the impugned order rather says it is only in view of the averments made by the petitioner in its petition the interim order is passed. 11. In Archer Power System Pvt Ltd Vs. Cascade Energy Pvt Ltd Others, Company Appeal (AT) No.213 of 2017 this Tribunal held : - 39. The other issue raised by the appellant i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... therwise conduct of forensic audit does not determine the rights and liabilities of the parties but merely would enable the Ld. Tribunal to appreciate the issues involved. The issues raised in the petition before Ld. NCLT are allegations of siphoning of funds, grave lapses in the appointment of statutory auditors, lack of approval of petition on reserved matter, non-maintenance of proper books of accounts and hence this conduct of forensic audit will only come to the aid of the Tribunal to adjudicate the petition. There is further an allegation the appellants had taken loan without the approval of the Respondent No.1 despite it being a reserved item and admitting its fault the appellant hurriedly paid off the said loan vide DD dated 10.11.2023 after filing of the petition. Further the credentials of Mahesh Choksi and Co viz the auditor is also questioned by Respondent No.1 in view of Mukesh Maneklal Choksi Vs Union of India 2020 SCC Online NCLAT 93, decided on 17.02.2020. 13. Thus in view of the allegations of serious lapses and non-compliance in the financial statements, no proper disclosure of related party transactions, non-reporting, non-disclosure and non-compliance of statuto ..... X X X X Extracts X X X X X X X X Extracts X X X X
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