7 Winding-Up Order
(1) Order to be sent to Company Liquidator and Registrar of Companies and form of order-
(i) Tribunal may by an order appoint either Official Liquidator or liquidator from the panel maintained by the Central Government as Company Liquidator. For the purposes of sub section (1) of section 277, the order for winding up shall be in Form No. 11 and shall be sent within a period not exceeding seven days from the date of passing of the order, to the Company Liquidator and the Registrar of Companies in Form No. 12 and 13 respectively. In case of a listed company, the Registrar of Companies shall send intimation of such order to the stock exchange, where the securities of the company are listed. The copy of the order shall be accompanied by a copy of the petition, copy of Statement of Affairs and the affidavit, if any, filed in support thereof.
(ii) Except where a company is the petitioner, the Company Liquidator shall cause a sealed copy of the order to be served upon the company by Registered AD or other recognized modes of service as per section 20 of the Act addressed at its registered office (if any), or, if there is no registered office, at its principal or last known principal place of business, or upon such other person or persons or in such manner as the Tribunal may direct.
(2) Contents of winding-up order - An order for winding-up of the company in Form No. 11 shall contain a footnote stating that (i) it will be the duty of such of the persons as are liable to submit books of account of the company completed and audited up to the date of order, to attend on the Company Liquidator at required time and place and give him all the information and (ii) it will be the duty of every person who is in possession of any property, books or papers, cash or any other assets of the company, including the benefits derived therefrom, to surrender forthwith such property, books or papers, cash or other assets and the benefits so derived, as the case may be, to the Company Liquidator.
(3) Directions on making the winding-up order and advertisement of the order -
(i) At the time of making the winding-up order, or at any time thereafter, the Tribunal shall give directions as to the advertisement of the order and the persons, if any, on whom the order shall be served and the persons, if any, to whom notice shall be given of the further proceedings in the liquidation, and such further directions as may be necessary.
(ii) Save as otherwise ordered by the Tribunal, every order for the winding-up of a company by the Tribunal, shall within fourteen days of the date of making the order, be advertised by the petitioner in English and Vernacular language in one issue of a newspaper in the English language and a newspaper in the principal regional language respectively circulating in the State or the Union Territory concerned and shall be served by the petitioner upon such person, if any, and in such manner as the Tribunal may direct including publication on the website of the Tribunal if any or MCA 21 portal. The advertisement shall be in Form No. 14.
(4) Declaration by Company Liquidator -
(i) For the purposes of sub-section (6) of section 275, the Company Liquidator appointed by the Tribunal from the panel maintained by the central government at the time of passing of the order of winding-up shall file a declaration in Form No. 9 disclosing conflict of interest or lack of independence in respect of his appointment, if any, with the Tribunal within seven days from the date of appointment.
(ii) Every Liquidator appointed from the panel, shall before entering upon his duties as company liquidator, furnish security of such sum and in such manner as the Tribunal may direct. The cost of furnishing the required security shall be borne by the liquidator and shall not be charged against the assets of the company as an expense incurred in the winding up. Such security shall be provided through Form No.10.
(iii) If the Tribunal is of the opinion that the security furnished by the liquidator under clause (iv) above is inadequate, the Tribunal may require the liquidator to furnish additional security. Where the security furnished is excessive, the liquidator may apply to the Tribunal for reducing the amount of security, and the Tribunal may make such order thereon as it think fit.
(5) Company Liquidator to take charge of assets and books and papers of company-On an order of the Tribunal, the Company Liquidator shall, forthwith take into his custody or under his control all properties, effects, actionable claims and books and papers of the company, and it shall be the duty of all persons having custody of any of the properties, books and papers of the company, to deliver possession thereof to the Company Liquidator.
(6) Form of proceedings after winding-up order is made - After a winding-up order is made, every subsequent proceeding in the winding-up shall bear the original number of the winding-up petition besides its own distinctive number, but against the name of the company in the cause-title, the words in liquidation shall appear in brackets. |