25 Liquidator in Voluntary Winding-Up
(1) Declaration disclosing conflict of interest or lack of independenceetc : - (i) In pursuance to sub-section (4) of section 310, the Company Liquidator appointed by the company or by the creditors, shall file a declaration in Form No. 55 disclosing conflict of interest or lack of independence in respect of his appointment, if any, with the company and the creditors within seven days from the date of appointment.
(ii) Company Liquidator, shall before entering upon his duties as voluntary liquidator, furnish security of such sum and in such manner as the member or the creditor as the case may be, decide. Such security shall be provided through Form No.10. with such variation as may be necessary.
(2) Notice of appointment of liquidator .- For the purposes of sub-section (1) of section 312, the notice of appointment of the Company Liquidator, of every vacancy occurring in the office of the Company Liquidator and of the name of the Company Liquidator appointed to fill every such vacancy shall be given to the Registrar of Companies within ten days thereof in Form No. 56 with filing fees as prescribed.
(3) Company Liquidator not to accept any gift, commission, remuneration or pecuniary or other benefit and restriction on purchase of goods.-
A Company Liquidator shall not, under any circumstances whatsoever, make any arrangement for, or accept from any authorised representative, auctioneer or any other person connected with company of which he is the liquidator, or employed in or in connection with the winding-up of the company, any gift, commission, remuneration, or pecuniary or other benefit whatsoever beyond the remuneration to which he is entitled as liquidator under the Act and the Rules, nor shall he make any arrangement for giving up, or give up any part of such remuneration to any such person.
Where the Company Liquidator carries on the business of the company, he shall not, purchase goods for carrying on of such business from any person which would result in any direct or indirect benefit out of the transaction.
(4) Office of Company Liquidator vacated by his insolvency and Misconduct - A Company Liquidator against whom an order of insolvency is made shall thereby vacate his office, and for the purposes of the Act and the Rules, shall be deemed to have been removed. Further, a Company Liquidator who is found guilty of professional or other misconduct under the respective laws governing the profession to which he belongs, shall vacate his office, and for the purposes of the application of the Act and the Rules, he shall be deemed to have been removed.
(5) Resignation of Company Liquidator - A Company Liquidator appointed by the members or creditors who desires to resign from his office, shall summon a meeting of the members or creditors, as the case may be, to submit his resignation and shall submit an account of his acts and dealings as liquidator and a statement as to the position of the liquidation during his tenure and all the relevant documents including books of accounts. The expenses of summoning the meeting shall be part of the expenses of the liquidation. The company shall give the notice of intimation of resignation to the Registrar of Companies in Form No. 57 within ten days of such meeting with filing fees as prescribed.
(6) Books to be kept by the Company Liquidator. -
(i) For the purpose of sub-section (4) of section 314, the Company Liquidator shall keep proper books of account as provided in rule 20 so far as may be applicable .
(ii) In addition to the books of account, the Company Liquidator shall keep a record book in which he shall enter minutes of all the proceedings and resolutions passed at any meeting of the creditors or members or of the Committees, particulars of all his transactions and negotiations in relation to the winding-up and all such matters other than matters of account as may be necessary to furnish a correct view of the administration of the company s affairs. He shall also keep a book showing the dates at which all notices to creditors and shareholders were sent out and posted. The person who despatched the notices shall initial the entries in the book relating thereto.
(7) Quarterly Statement of Accounts
For the purposes of sub-section (5) of section 314, the quarterly statement of accountsto be filed with the Registrar of Companies shall be made in Form No. 58. Such statement of accounts shall be audited by an auditor appointed by the company in general meeting if the Comapny Liquidator is appointed in general meeting or by the creditors if the Comapny Liquidator is appointed by the creditors and the fee of the auditor so appointed, shall be determined by the members or creditors as the case may be.
(8) Banking account of the Company liquidator - The Company Liquidator shall open a special account of the liquidation called the "Liquidation Account of............... Company Ltd./Company Private Ltd." in the State Bank of India or any other nationalised bank, into which he shall pay all money including cheques or Demand Drafts received by him as Company Liquidator, and the realisations of each day shall be paid into the said account without deduction not later than the next working day of the Bank. The Company Liquidator may maintain a petty cash of five thousand rupees or such higher amount as may be permitted by the Tribunal to meet day to day expenses. All payments by the Company Liquidator above two thousand rupees shall be made by cheque. Unless the contrary appears, all references in these Rules to the Bank in a voluntary winding-up shall mean references to the Bank in which an account has been opened as aforesaid.
(9) Bills and securities to be deposited in Bank.- All bills, hundis, notes and other securities payable to the company or to the liquidator thereof shall, as soon as they come into the hands of the liquidator be deposited by him with the Bank for the purpose of being presented for acceptance and payment or for payment only, as the case may be, and the proceeds when realised shall be credited by the Bank to the account of the liquidator.
(10) Investment of surplus funds. -
(i) All such moneys for the time being standing to the credit of the liquidation account as is not immediately required for the purposes of the winding-up, shall be invested by the Company Liquidator in Government securities or in interest bearing deposits in the State Bank of India or any other nationalized bank, in the name of the Company Liquidator as Company Liquidator of the company to which the funds belong.
(ii) Rules 33 of these Rules relating to investments shall apply mutatis mutandis to investments made by the Company Liquidator in every voluntary winding-up.
(11) Liquidator s report under sub-section (1) of section 316 -
For the purposes of sub-section (1) of section 316,
(i) The quarterly report on the progress of winding up shall be made in Form No.59; and
(ii) The meetings of the members and creditors, if applicable, shall be convened and conducted in such form and such manner as specified under Rule 12.
(12) Final report of the Winding up under section 318 - The Company Liquidator/ Voluntary Liquidator shall lay report before a general meeting of the company under sub-section (1) of section 318 of the Act.
(13) Notice convening final meeting and the account to be laid before the meeting .- For the purposes of sub-section (2) of section 318, the notice convening the final meeting of the company in a voluntary winding-up, shall be in Form No. 60. The Account of the winding-up to be laid by the liquidator before the said meeting shall be in Form 61.
(14) Consideration by Tribunal of the report under section 318 and final accounts in a voluntary winding-up - For the purposes of clause (b) of sub-seciton (4) of section 318, the Company Liquidator/ Voluntary Liquidator shall apply to the Tribunal and the Registrar, if on preliminary scrutiny finds the application to be in order, shall fix a date for the consideration thereof by the Bench, and notify the date on the notice board of the Tribunal and to the Company Liquidator. The Company Liquidator shall attend such consideration of the application or report or final account, as the case may be, and shall give the Bench such further explanation or information with reference to the matters contained therein as the Bench may require.
(15) Inspection by creditor or contributory of reports filed by liquidator. - Any creditor or contributory of a company which is being wound-up shall be entitled to inspect any of the reports, statements made under sections 316 and 318 on payment of such fee, and to obtain a copy thereof or extract therefrom on payment of the charges at such rate as may be prescribed in Schedule.......
(16) Application under sub-section (2) of section 321 - Any creditor or contributory may make an application to the Tribunal in Form No. 62 within three weeks from the completion of the arrangement.
(17) Applications under section 322 -
(i) An application under section 322 shall be made in Form No. 63 and notice of the application shall be given to the Company Liquidator where he is not the applicant, to the respondents, if any, named in the application, and to such other persons and in such manner as the Tribunal may direct.
(ii) For the purposes of sub-section (4) of section 322, the copy of the order staying the proceedings in the winding up shall be forwarded by the company or by any other person as may be directed by the Tribunal, to the Registrar of Companies within fifteen days of passing of such order in Form No13 with such variations as may be required.
(18) Public examination under section 317 - Where, in a voluntary winding-up, an order is made under section 317 for the public examination of any of the persons mentioned in the said section, the rules relating to a public examination under section 300 in a winding-up by the Tribunal shall apply mutatis mutandis in respect of such examination. |