Alpha Capital Advisors Private Limited & ANR. v. Just Buy Live Enterprise Private Limited & ORS.

$~21 * IN THE HIGH COURT OF DELHI AT NEW DELHI + O.M.P.(I) (COMM.) 228/2019, IAs 16279/2019, 16280/2019, 408/2020, 1678/2020 & 1679/2020 ALPHA CAPITAL ADVISORS PRIVATE LIMITED & ANR. ..... Petitioner Through:

Mr. Bishwajit Dubey, Adv. with Mr. Aman Singhania, Adv.

versus JUST BUY LIVE ENTERPRISE PRIVATE LIMITED & ORS. ..... Respondent Through:

Mr. Uday Gupta, Adv. with Mrs.Shivani M. Lal, Mr. Hiren Dasan, Mr. M.R.Tripathi & Mr. Hemant Kushwaha, Advs.

Mr. Bhavay Sethi, Adv. with Ms. Gyanika Khochar, Adv. for R-2

CORAM:

HON'BLE MR. JUSTICE V. KAMESWAR RAO

O R D E R

% 06.02.2020 IA 1678/2020 1.

This is an application filed by the petitioners with the following prayers:- "In view of the facts and circumstances of the case it is most respectfully prayed that this Hon'ble court be pleased to: (a) Record the change of name of Petitioner NO.1 from "ALPHA CAPITAL ADVISORS PRIVATE LIMITED" to "OAKS ASSET MANAGEMENT PRIVATE LIMITED" and allow and take on record the Amended Memo of Parties as enclosed herewith; and /

or (b)Pass any such or further order(s) as this Hon'ble Court deem fit and proper in the interest of justice."

2.

Learned counsel appearing for the respondents has no objection, if the prayer as made in the application is allowed. Accordingly, the application is allowed and disposed of. The amended memo of parties has been filed vide No. E-50736/2020 but the same appears to be not on record. The same be placed on record. A physical copy thereof has been given to the Court during the course of hearing. The same is taken on record. O.M.P.(I) (COMM.) 228/2019, IAs 16279/2019, 16280/2019, 408/2020 & 1679/2020 3.

Today, during the course of hearing, learned counsel for the petitioners submits that he shall confine this petition only to prayer (c), which I reproduce as under:- "c) Appoint any of KPMG, PricewaterhouseCoopers or Ernst & Young and/or their affiliated or associated firms as the forensic auditor to conduct forensic audit of the accounts of the Respondent No.1 Company and further direct the Respondent Promoters to provide access/cooperation to physical and electronic records of the Respondent No.1 Company which includes and is not limited to electronic books and records, emails, customer data and any other information including financial records and revenue records and permit with rights to interview the Respondent No.1 Company's management, authorized personnel/ representative, officers, employees at the cost of the

Respondent No.1 Company in terms of Clause 9.13.3 of the Shareholders' Agreement."

4.

In substance, the submission of the learned counsel for the petitioners is that he shall be satisfied if this Court directs the appointment of an independent Auditor as named in the prayer clause for forensic audit of the accounts of the respondent No.1 Company.

5.

The respondent No.1 is represented through respondent No.2, who is present in Court today. Mr. Bhavay Sethi, learned counsel appearing for the respondent No.2, on instructions from the respondent No.2 states that he has no objection if an independent Auditor viz Deloitte Haskins & Sells LLP/ KPMG / PricewaterhouseCoopers or Ernst & Young be appointed to conduct forensic audit of the accounts of respondent No.1 Company for the years 2017-18 and 2018-19 and the charges for such forensic audit shall be borne by the petitioners.

6.

Accordingly, the petitioners are granted liberty to appoint one of the four auditors namely Deloitte Haskins & Sells LLP/ KPMG / PricewaterhouseCoopers or Ernst & Young to conduct forensic audit of the accounts of respondent No.1 Company for the years 2017-18 and 2018-19. It is made clear that the respondents shall cooperate with the Auditor during the course of audit.

7.

The petition and accompanying applications are disposed of. V. KAMESWAR RAO, J FEBRUARY 06, 2020/ak