Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLAT) 114

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Hon'ble Justice Yogesh Khanna (Member(Judicial)) , Hon'ble Mr. Ajai Das Mehrotra (Member (Technical)) ,
Sunil Tolaram Kukreja & Ors. – Appellant
Versus
SONU REALTOR PRIVATE LIMITED & Ors. – Respondent
247/ND/2023 COMPANY APPEAL(AT)

Mr. Arun Kathpalia, Sr. Advocate with Ms. Misha, Mr. Siddhant Kant, Mr. Lallan Gupta, Ms. Atika Vaiz, Ms. Anu Mehta, Ms. Kirti Gupta, Ms. Madri Chandak, Ms. Diksha, Advocates. For Respondent:Mr. Amar Dave, Sr. Advocate with Mr. Mahesh Agarwal, Mr. Ankur Saigal, Mr. Gaurav Shrawat, Mr. Kaustubh Singh, Mr. Shivam Shukla, Ms. Geetika Sharma, Advocates. Mr. Arun Kumar Shukla, Mr. Mrinal Kishore Jha, Mr. Naman Shukla, Advocates for R-4.

The Tribunal emphasized the need for independent statutory audits in family disputes to ensure transparency and fairness, setting aside prior forensic audit orders.

Headnote:(A) Companies Act, 2013 - Sections 129 and 143 - Forensic audit - The National Company Law Tribunal appointed an independent auditor for Saiom Developers Private Limited and its associates, which was contested by the appellants on grounds of exceeding the scope of the petition and lack of prima facie case. (Paras 1-2)

(B) Family dispute - The parties agreed to appoint an independent statutory auditor for the companies involved, highlighting the need for impartiality in the audit process. (Paras 4-6)

(C) Court's direction - The Tribunal allowed the applications for statutory audits and set aside the forensic audit orders, ensuring cooperation from both parties for timely completion. (Paras 9-10)

Facts of the case:
The appeals arose from a family dispute regarding the appointment of auditors for two companies, with the appellants challenging the NCLT's order for a forensic audit of associate entities.

Findings of Court:
The Tribunal directed the appointment of independent statutory auditors for the pending financial years and set aside the forensic audit orders.

Issues: The main issues included the scope of the forensic audit and the appropriateness of appointing auditors for associate entities.

Ratio Decidendi: The court emphasized the necessity of an independent audit to ensure transparency and fairness in the ongoing family dispute.

Result: Appeals disposed of.

Table of Content
1. objections against forensic audit (Para 2 , 3)
2. agreement on independent auditor (Para 4)
3. request for independent auditor (Para 5)
4. pending audits for financial years (Para 6)
5. nomination of chartered accountants (Para 7 , 8)
6. cooperation for audit completion (Para 9)
7. orders set aside (Para 10)

J U D G M E N T

(Hybrid Mode)

Company Appeal (AT) No. 246 of 2023 has been filed by Sunil Tolaram Kukreja and Ors., wherein Respondent No. 1 is Saiom Developers Private Limited, assailing the order dated 12.09.2023 passed by the Ld. National Company Law Tribunal, Mumbai bench in CP(MB) No. 131 of 2023 wherein the Ld. NCLT had appointed KPRM & Co. as an independent auditor for conducting forensic audit of Saiom Developers Private Limited and its associate entities.

2. It was urged that the Ld. NCLT has erred in traveling beyond the scope of the company petition, failing to outline the scope of the forensic audit and ordering forensic audit of the associate entities of Respondent No. 1, which are not part of the company petition and has erred in not making out primafacie case for ordering forensic audit against the Appellants or the associate entities of the Respondent No. 1.

3. Company Appeal (AT) No. 246 of 2023 has been filed by Sunil Tolaram Kukreja and Ors., wherein Sonu Realtor Private Limited is Respondent No. 1, against the order dated 12.09.2023 passed by Ld. NCLT, Mumbai Bench in CP(MB) No. 127 of 2023 wherein similar objections as above (in para2) have been raised by the Appellants against the impugned order dated 12.09.2023.

4. During the course of hearing it was submitted by the Learned Counsels for the Appellants and Respondents that these appeals relate to family dispute between brothers and they will be satisfied if statutory audit of the two companies, namely, M/s Sonu Realtor Private Limited and M/s Saiom Developers Private Limited, is done by an independent auditor. The Learned Counsels for the Appellants and Respondents exchanged the names of some Chartered Accountants for the purpose of audit but could not agree to name of any statutory auditor, and later through IA No. 6882 of 2024 and 6883 of 2024 have requested this Tribunal to appoint an independent statutory auditor.

5. I.A. No. 6883 of 2024 in Company Appeal (AT) No. 246 of 2023 has been filed by the Applicant (Mohan Tolaram Kukreja, Respondent No. 2 in the Appeal) stating therein that Mr. Rakesh R. Agarwal & Associates was appointed as Auditor who acted in highly unilateral and arbitrary manner and an independent statutory auditor be appointed by this Tribunal to complete the statutory audit for the pending years of the Respondent No. 1 company M/s Saiom Developers Pvt. Ltd.

6. I.A. No. 6882 of 2024 in Company Appeal (AT) No. 247 of 2023 has been filed by the Applicant (Mohan Tolaram Kukreja, Respondent No. 2 in the Appeal) stating therein that accounts of the Respondent No. 1 company M/s Sonu Realtor Pvt. Ltd. have not been audited/finalized for Financial Year 2021-22, 2022-23 and 2023-24 which is in contravention of Section 129 and 143 of the Companies Act. It was prayed to appoint an independent statutory auditor to complete the statutory audit for the pending years.

7. The Learned Counsel for the Appellants had submitted copy of order No. Mum/Pr.CCIT/Co-ord/U-II/Empanelment/2022-23 dated 20.03.2023 of Pr. Chief Commissioner of Income-Tax, Mumbai giving the list of 82 Chartered Accountants empanelled by the Income Tax department for conducting special audit under the provisions of Income Tax Act, 1961. Utilising this list of empanelled Chartered Accountants, we nominate the following Chartered Accountant Firm for statutory audit of M/s Sonu Realtor Private Limited for Financial Year 2021-22, 2022-23 and 2023-24.

Name of the Applicant	PAN	Address	Contact No.
M.A. Shah & CO.(CA	AABFM0309D	101 B & C Joly Bhawan-2, Opp. Nirmala Niketan College New Marine Lines Mimbai-400020	22624733/35

8. Utilizing the said list, we nominate the following Chartered Acco

Click Here to Read the rest of this document

2025 Supreme(Online)(NCLAT) 114

NATIONAL COMPANY LAW APPELLATE TRIBUNALHon'ble Justice Yogesh Khanna (Member(Judicial)) , Hon'ble Mr. Ajai Das Mehrotra (Member (Technical)) ,Sunil Tolaram Kukreja & Ors. – AppellantVersusSONU REALTOR PRIVATE LIMITED & Ors. – Respondent247/ND/2023 COMPANY APPEAL(AT)

The Tribunal emphasized the need for independent statutory audits in family disputes to ensure transparency and fairness, setting aside prior forensic audit orders.

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Hon'ble Justice Yogesh Khanna (Member(Judicial)) , Hon'ble Mr. Ajai Das Mehrotra (Member (Technical)) ,
Sunil Tolaram Kukreja & Ors. – Appellant
Versus
SONU REALTOR PRIVATE LIMITED & Ors. – Respondent
247/ND/2023 COMPANY APPEAL(AT)