Goldair Handling S.A vs Las Goldair Handling (Bagdogra) ...

Comp. App. (AT) No.201 of 2024 IN THE MATTER OF: Goldair Handling S.A. ....Appellant Vs. Las Goldair Handling (Bagdogra) Pvt. Ltd. & Anr. ....Respondents

Present: For Appellant: Mr. Saurabh Kirpal, Sr. Advocate with Mr. Abhirup Dasgupta, Ms. Monali Dutta and Ms. Ruchi Goyal, Advocates For Respondent: Mr. Ratranko Banerji, Sr. Advocate with Mr. Sidhartha Sharma, Mr. Rishav Dutt, Mr. Arjun Asthana and Ms. Shalini Basu, Advocates

ORDER

(Hybrid Mode)

01.10.2024 - This Appeal is filed again an impugned Order dated 13th

June, 2024. The learned Senior Counsel for the Appellant submits earlier a

forensic audit was directed to be held vide Order dated 23rd November, 2023

and an Appeal was filed against such Order, which Appeal was dismissed on

22nd March, 2024. Later, Respondent filed I.A. No.63/KB/2024 for prayer 'a'

to recall the Order for forensic audit and 'b' to give a gag order. Prayer 'a'

was not allowed by the learned NCLT but qua prayer 'b', the learned NCLT

passed the following Order:-

"50. However, we agree with the relief claimed in (b) by the applicant and accordingly, direct that all parties to the present proceedings shall be restrained from dissipating and/or communicating and/or publishing the forensic audit report dated 08.03.2024 or any other report to be prepared or submitted or any pleadings or 2

Orders in respect to the present proceedings to any third party in any manner whatsoever."

It is the submission of the learned Senior Counsel for the Appellant no

reasoning is given by the learned NCLT for grant of prayer 'b'. He has taken

us to an application bearing number 63/KB/2024 to show even in the said

Application, no case was made out for a gag order. However, the learned

Senior Counsel for the Respondent referred to Articles 28.2.1, 28.2.2 and

28.2.3 to show confidentiality clause existed between the parties and he also

referred to Article 85(iii) of the Articles of Association which restricts the

parties to share confidential information to any third party and it was for this

reason the learned NCLT had passed a gag Order.

However, the learned Senior Counsel for the Appellant submits the

impugned Order does not consist of any reasoning and hence the Order to

such an extent be set aside and learned NCLT be directed to revisit prayer 'b'

of I.A. No.63/KB/2024 giving reference to confidentiality clauses as contained

in Share Purchase Agreement and Articles of Association of the Company.

In the circumstances, we set aside para - 50 of the impugned Order

dated 13th June, 2024 and request the learned NCLT to revisit prayer 'b' of

I.A. No.63/KB/2024 after hearing the arguments afresh of both the sides.

Amendments to such application, if required to be made, the respondent may

seek permission. It is agreed by both the sides till the said application qua

prayer 'b' aforesaid is decided, the parties shall follow the dictate of para - 50

of the impugned Order.

Comp. App. (AT) No.201 of 2024 3

The Appeal is disposed of in terms of the above. Pending Applications

are also disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical) rs/md

Comp. App. (AT) No.201 of 2024