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TMI Blog2019 (1) TMI 338X X X X Extracts X X X X X X X X Extracts X X X X ..... ointed as an auditor of any company for a period of 5 years from the date of passing of order, it terms of second proviso to section 140 (5) of the Companies Act, 2013, read with Explanation I thereto. 2. Facts of the case that the allegation raised in the complaints by Mr. Jagdip H Vaishhav were: (i) Shares are not listed on Pune Stock Exchange. (ii) Siphoning of investors' money. (iii) Company has not issued financial statement after 1995 (iv) Company changes registered office frequently (v) No company representative attends calls given by ROC Mumbai (vi) Investors are complaining about serious irregularities but do not get any response from Regulators, Investigating Agencies. 3. The relevant extract of the statement under oath from the Inspection Report dated 10.05.2018 and Supplementary Inspection Report dated 13.08.2018, recorded by the Respondent No 1 under Section 207 (3)(b) of the Companies Act, 2013, following statement was recorded:- Question No- 9: - Where is the factory/manufacturing facility of the Company is Located? Answer No 9:- I Don't know. Question No- 10: Who are the persons, capable of giving information about public issue, its utilization ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, for the financial year 2014-15 & 2015-16. Question No- 24:- Do you have the copy of the consent letter given to the company for appointment as Statutory auditor of the Company and the copy of appointment letter issued by the company? Answer No 24:- consent letter given to the company is annexed to my letter dated 12.03.2014. Question No- 25:- Whether an Internal Audit System was in place? Answer No 25:- No. Question No- 26:- Where are Books, of Accounts, records, papers etc., are kept? Answer No 26:- The records are with Shri Arvind Goyal, Director of the Company, I am not aware where he is keeping them. Question No- 27:- Have you called for any Books of Accounts and Statutory Registers from the Company? Answer No 27:- I have not called for any Books of Accounts and Statutory Registers from the Company. Question No- 28:- Who has submitted and coordinated the audit of Books of Accounts, Statutory Registers, other papers etc., of the Company? Answer No 28:- Shri Arvind Goyal, Director of the Company has coordinating the audit work. Question No- 29:- Where you have audited the Books of Accounts and Statutory Registers, Papers etc., of the Company? ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company namely. (d) a person who, or his relative or partner- (i) is holding any security of or interest in the company or its subsidiary, or of its holding or associate company or a subsidiary of such holding company: Provided that the relative may hold security or interest in the company of face value not exceeding one thousand rupees or such sum as may be prescribed; 9. It is further contended that R1 acted as Statuary Auditor and issued following Auditors Report that is reproduced below:- To, The Members of ZEN Shaving Limited Report on the Standalone Financial Statements We have audited the accompanying Standalone Financial Statement Zen Shaving Limited (the "Company") which comprises the Balance Sheet as at March 31, 2015, the statement of Profit Loss for the year then ended and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements. Management is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the assurances given in the Prospectus dated 10.10.1996. (e) The date of retirement of Shri Ketan A Gaglani, Managing Director who was involved in day to day affairs of the Respondent No 2 company since 18.12.19959 the company was incorporated on 07.03.1995) has retired on 29.09.2005. (f) The present directors, who took over the affairs of the R2 Company since 04.10.2014, are not traceable. (g) The present directors of the R2 Company are apparently dummy/shadow directors of Mr. Arvind Goyak Babulal, the Chairman of the R2 Company, who dodged his responsibilities to assist in the inspection. (h) All the commonly known attributes of a shell company are existing in the case of R2 Company under inspection. (i) Mr. Arvind Goyal Babulal, the Chairman of the R2 company, in terms of provisions of Section 2(60)(v) of the Companies Act, 2013, is the "officer in default" (j) The actions of the company and its directors clearly prove that all the allegations raised are true and correct. 12. That the Petitioner submitted that it is clear from the findings of the Inspecting Officer in his Report dated 10.05.2018 that the Respondent No 1, being the statutory auditor of the Responde ..... X X X X Extracts X X X X X X X X Extracts X X X X
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