In Brief
IIF, a minority shareholder, sought appointment of a special auditor under a contractual right in the Shareholders' Agreement (SHA) with Hanjer Biotech Energies. The Company Law Board appointed a special auditor despite earlier rejecting the application. The single judge held this violated the requirement that investors must reasonably believe in material irregularities before exercising this right, and that such appointment was harassment designed to extract a buyout price. The Supreme Court dismissed the appeal, finding no reason to exercise discretionary jurisdiction under Article 136, affirming that contractual rights to appoint auditors must be exercised reasonably and cannot reopen settled matters."
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