Jinan K.R., Member - (1.) This is an application under section 391 (2) to 394 of the Companies Act, 1956 read with sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, praying for dissolution without winding up of the Transferor Company, i.e. A J Realty Private Limited with A. J. Tea House Private Limited (hereinafter referred to as the Transferee Company').The scheme was duly sanctioned by the Hon'ble High Court at Calcutta by an order dated 17th May, 2016. By the said order dated 17th May, 2016, the Official Liquidator attached to the Hon'ble High Court was directed to file a report under second proviso to Section 394(1) of the Companies Act, 1956 about the affairs of the Transferor Company namely A J Realty Private Limitedwithin a period of two months from the date of order. Photo copy of the said order has been annexed with this application and marked with the letter "A".
(2.) Accordingly, the Official Liquidator appointed Mr. Vineet Kapoor, Chartered Accountant of 4th floor, Room No.3, 8 Madan Street, Kolkata - 700 072, a panel Auditor of the Hon'ble High Court for the purpose of thoroughly examining the books, records, documents and other papers in accordance with section 209 of the Companies Act, 1956 in respect of the said Transferor Company, wherein affairs of the company have been conducted in a manner prejudicial to the interest of its members or to the public interest or not.The said Chartered Accountant duly submitted their report to the Official Liquidator in respect of the said Applicant Companies, by concluding his observations that "I on the basis of verification carried out in accordance with the generally accepted auditing practices and conventions including test checks, I am of the opinion that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to public interest".
(3.) The Official Liquidator, upon perusal of the said report of Mr. Vishwanath Agarwal, Chartered Accountant, has prepared and submitted his report dated 16th May, 2017, wherein he has concluded by observing the following. "4. That after scrutiny of the report submitted by the Chartered Accountant and other relevant papers and records etc. submitted by the Advocate-on-Record of the Petitioner, the Official Liquidator is of the opinion that the affairs of the abovenoted Transferor Company namely, A J Realty Private Limited, have not been conducted in a manner prejudicial to the interest of their members or to public.";