Financial statements cannot reflect annulled transactions; auditor appointments must comply with statutory protocols to ensure legality and valid corporate governance.

O R D E R

1. The present Application, filed dated 13.12.2025, under Rule 11 of the National Company Law Tribunal Rules 2016, by Ayush Gupta (Ex-Director of Respondent No.1) and Aditya Gupta (Shareholder of Respondent no.1) against Vino Infratech Private Limited along with its Directors and Shareholders and Statutory Auditor for seeking directions as given below.

a) Declare that the financial statements of Respondent No. 1-Company for the financial year 2024-25, including the Balance Sheet, Profit and Loss Account, Notes to Accounts, Auditor's Report, Director's Report and any annexures thereto, are illegal, void ab initio, non est in the eyes of law and incapable of being acted upon, as the same have been prepared, approved, signed, circulated and placed before the shareholders by persons having no authority in law;

b) direct that no reliance whatsoever shall be placed by any authority, statutory body or third party upon the impugned financial statements and that the same shall not constitute the financial record of the Company for any purpose whatsoever;

c) declare that the alleged appointment of the Respondent No. 4 through Respondent No. 5 is illegal, void, without authority of law and in contravention of Section 139 of the Companies Act, 2013 ;

d) declare that the audit carried out by the Respondents No. 4 through Respondent No. 5 is without jurisdiction and stands vitiated;

e) refer the conduct of Respondent No. 4 through Respondent No. 5 to the ICAL for disciplinary action under the Chartered Accountants Act, 1949 , in view of their participation in the preparation and authentication of financial statements in violation of judicial orders and statutory provisions.

f) appoint an independent Administrator or an appropriate authority to take charge of the affairs, management and financial oversight of the Respondent No. 1 Company, including custody of statutory registers, books of accounts, vouchers, bank statements and all digital and physical records;

g) direct a comprehensive forensic audit of all financial transactions of the Respondent No. 1 Company for the last five financial years, including, without limitation, the alleged receipt and utilisation of the amount purportedly received from an illegal sale which has already been declared null and void by this Hon'ble Tribunal;

h) direct the Administrator/Forensic Auditor to investigate all related party transactions, fund transfers, siphoning of money, cash withdrawals, loans, advances, write-offs and any movement of funds undertaken without proper authority:

i) direct the preparation of fresh financial statements under the supervision of the Administrator/Forensic Auditor, in compliance with Sections 129 , 130, 131 and 134 of the Companies Act, 2013 .

j) restrain the Respondents No. 1-3, their agents, servants, employees, officers. directors or any person claiming through them from convening, conducting holding or giving effect to any Board Meeting, Annual General Meeting. Extraordinary General Meeting or any other meeting of the Company, including meetings through circulation or digital means, until the disposal of the main Petition and all pending applications without the prior approval of this Hon'ble Tribunal;

k) restrain the Respondents No. 1-3 from passing or implementing any resolution relating to financial statements, appointment or removal of directors or auditors, alteration of the Company's capital structure, sale or encumbrance of assets, loans, advances, borrowings, or any corporate action altering the rights of shareholders;

l) declare that any such meeting held or resolution passed during the pendenc