- (1.) This Company Application filed by the Applicant above named is coming before us for dissolution of Transferor of Companies namely, Keystone Tradecom Private Limited, Mahanagar Vincom Private Limited and Calendula Tie-up Private Limited without winding up from the date of filing the Certified Copy of the order upon the Registrar of Companies, West Bengal by Keystone Tradecom Private Limited, Mahanagar Vincom Private Limited, Calendula Tie-up Private Limited and Altop Commodities Private Limited. Other consequential directions have also been sought for.
(2.) Upon perusal of records it appears that the Scheme of Amalgamation of Keystone Tradecom Private Limited, Mahanagar Vincom Private Limited and Calendula Tie-up Private Limited (hereinafter referred to as "Transferor Companies") with Altop Commodities Private Limited (hereinafter referred to as "Transferee Company") was duly sanctioned by the Hon'ble High Court at Calcutta by an order dated 13th June, 2014 passed by Her Lordship Hon'ble Justice Patherya in Company Petition No. 359 / 2014 connected with Company Application No. 238 / 2014. 2.1 By the said order dated 13th June, 2014, passed by the Hon'ble High Court at Calcutta, the Official Liquidator attached to the Hon'ble High Court at Calcutta was directed to file a report under Second Proviso to the Section 394(1) of the Companies Act, 1956 in respect of the Transferor Companies herein for passing necessary orders for dissolution without winding up of the said Transferor Companies. A copy of the drawn-up order dated 13th June, 2014 issued by the Hon'ble High Court at Calcutta is annexed to the application being Annexure-A. 2.2 In pursuance of the said directions of the Hon'ble High Court at Calcutta, the Official Liquidator appointed Sri. N. L. Bedia, Chartered Accountant of Block-A, 3rd Floor, Mercantile Building ,9/12, Lai Bazar Street, Kolkata- 700001, for the purpose of thoroughly scrutinizing the books, records, documents and other papers maintained as per Section 209 of the Companies Act, 1956 relating to the said Transferor Companies and to report whether in the opinion of the said Chartered Accountant the affairs of the Transferor Companies have been conducted in a manner prejudicial to the interest of their respective members or to the public interest. 2.3 The Chartered Accountant has submitted his report dated 19th April 2017 to the Official Liquidator with regard to the Transferor Companies with his opinion that the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of their respective members or to the public interest. 2.4 Upon receipt and perusal of the said report of Sri. N. L. Bedia, Chartered Accountant and other relevant papers and records, the Official Liquidator has prepared and submitted his report dated 25th April 2017 with his opinion that the affairs of the Transferor Companies namely, Keystone Tradecom Private Limited, Mahanagar Vincom Private Limited and Calendula Tie-Up Private Limited have not been conducted in a manner prejudicial to the interest of their members or to public interest. The report of the Official Liquidator along with report of the Chartered Accountant is annexed to the application being Annexure-B.
(3.) The present application has been made by the Applicant in pursuance of leave granted to the Transferee Company, namely, Altop Commodities Private Limited to apply for the dissolution without winding up of the Transferor Companies after filing the said report by the Official Liquidator.;