In

C.P. No. 278/KB/2023

An application under Rule 11 of the National Company Law

Tribunal 2016.

IN THE MATTER OF:

GOLDAIR HANDLING S.A.

… Petitioner

Versus

LAS GOLDAIR HANDLING (BAGDOGRA) PVT. LTD. & Anr.

… Respondents

IN THE MATTER OF:

LAS GROUND FORCE PVT. LTD. & Anr.

… Applicants

Versus

GOLDAIR HANDLING S.A.

… Respondent

Date of Pronouncement: 27^th of September 2024

CORAM:

SMT. BIDISHA BANERJEE, MEMBER (JUDICIAL)

SHRI. D. ARVIND, MEMBER (TECHNICAL)

APPEARANCE:

Mr. Ratnanko Banerji, Sr. Adv. ] For the Applicant in

Mr. Soham Sen, Adv. IA(COMPANIES.ACT)/147(KB)2024

Mr. Sidhartha Sharma, Adv.

Mr. Rishav Dutt, Adv.

Mr. Aman Kataruka, Adv.

Mr. Jishnu Saha, Sr. Adv. ] For the Respondent in

Ms. Sonal Shah, Adv. IA(COMPANIES.ACT)/147(KB)2024

Ms. Faranaaz Karbhari, Adv.

Ms. Monali Dutta, Adv.

Mr. Kushagra Shah, Adv.

In C.P. No. 278/KB/2023

ORDER

Per: D. Arvind, Member (Technical):

1. The Court congregated through hybrid mode.

2. Heard Ld. Counsels for the parties.

3. This application has been filed by LAS Ground Force Pvt. Ltd.

(hereinafter referred as “Applicant”) against Goldair Handling S.A.

(hereinafter referred as “Respondent”) seeking following reliefs:

“a) Without prejudice to I.A.43/KB/2024, an order be passed modifying the order dated 23rd November 2023 passed by the Hon'ble Tribunal in CP No. 278/KB/2023 specifying the scope and location of the forensic audit to be carried out by Mr. Priyajit Dutt, forensic auditor appointed in terms of the Order passed in the present proceedings dated 13th June 2024 as stated above, specifying the terms of his engagement and directing the parties to abide by such terms of engagement;

b) Mr. Rajeev Matta to be restrained from participating in the forensic audit of SPV since he is Director of Goldair Handling Nagpur Pvt. Ltd. SPV formed by Goldair Handling S.A. and is competitor to the SPV;

c) Forensic Auditor to discuss with Management of the SPV their draft report and take clarifications from the Management before finalizing and submitting the forensic report to NCLT;

d) Forensic report not to be disclosed by any party to 3rd parties or Airports Authority of India under any circumstances as it will damage the goodwill of the company and initiate cancellation of license by Airports Authority of India which will then result into closure of SPV.

e) An order be made for ascertaining the scope of the forensic audit in the manner considered fit and proper;

f) An order be made so that the purpose for the forensic audit is not fact finding in respect of allegations between the parties;

g) Such further or other order/orders be passed and/or directions be given as this Hon'ble Tribunal may deem fit and proper;”

Brief Facts of the Case:

In C.P. No. 278/KB/2023

4. In a Company Petition filed under Section 241-242 of the Companies Act, this Adjudicating Authority passed an Order on 23.11.2023 directing for forensic audit into the affairs of the applicant No. 1. By an Order passed by this Adjudicating Authority on 13.06.2024, in continuation of our Order dated 23.11.2023, one Mr. Priyajit Dutt was appointed to perform the audit. Copy of the said Order is attached in the application as Annexure “A”.

5. On 17.06.2024, the forensic auditor sent an e-mail to Ms. Eleni Spanou, finance director of the respondent and Ms. Humin Burzin Daver, Mr. Aslam Yaqub Rangwala and Ms. Praveena Halbe, directors and representatives of the applicants. The e-mail from the auditor communicated the terms of the engagement including the fee. Copy of the e-mail of forensic auditor dated 17.06.2024 has been annexed as Annexure “B” to the application.

6. Thereafter, the said Ms. Eleni Spanou, finance director of the respondent company unilaterally accepted the terms and conditions of the engagement letter proposed by the forensic auditor. In the same e-mail, she stated that one Mr. Rajeev Matta authorised representative of the applicant would be the nodal person on behalf of the respondent without even consulting or holding any discussions with the applicants.

7. It is the claim o