WINDING UP BY THE TRIBUNAL – 2


In recent post we have discussed Winding up by Tribunal, Company liquidator and winding up order. We continue provisions related to winding up of a company by Tribunal in this post.

SUBMISSION OF REPORT BY COMPANY LIQUIDATOR (SECTION 281):

Where the Tribunal has made a winding up order or appointed a Company Liquidator, the liquidator shall, within sixty days from the order, submit to the Tribunal, a report containing the following particulars, namely:—

(a) the nature and details of the assets of the company including their location and value, stating separately the cash balance in hand and in the bank, if any, and the negotiable securities, if any, held by the company. The valuation of the assets shall be obtained from registered valuers for this purpose;

(b) amount of capital issued, subscribed and paid-up;

(c) the existing and contingent liabilities of the company including names, addresses and occupations of its creditors, stating separately the amount of secured and unsecured debts, and in the case of secured debts, particulars of the securities given, whether by the company or an officer thereof, their value and the dates on which they were given;

(d) the debts due to the company and the names, addresses and occupations of the persons from whom they are due and the amount likely to be realised on account thereof;

(e) guarantees, if any, extended by the company;

(f) list of contributories and dues, if any, payable by them and details of any unpaid call;

(g) details of trade marks and intellectual properties, if any, owned by the company;

(h) details of subsisting contracts, joint ventures and collaborations, if any;

(i) details of holding and subsidiary companies, if any;

(j) details of legal cases filed by or against the company; and

(k) any other information which the Tribunal may direct or the Company Liquidator may consider necessary to include.

The Company Liquidator shall also include in his report:

(a) the manner in which the company was promoted or formed, and

(b) whether in his opinion any fraud has been committed by any person in its promotion or formation or by any officer of the company in relation to the company since the formation thereof, and

(c) other matters which, in his opinion, it is desirable to bring to the notice of the Tribunal.

The Company Liquidator shall also make a report on the viability of the business of the company or the steps which, in his opinion, are necessary for maximising the value of the assets of the company.

The Company Liquidator may also, if he thinks fit, make any further report or reports.

Inspection of Reports of Liquidator:

Any person describing himself in writing to be a creditor or a contributory of the company shall be entitled by himself or by his agent at all reasonable times to inspect the report submitted in accordance with this section and take copies thereof or extracts there from on payment of the prescribed fees.

DIRECTION OF TRIBUNAL ON REPORT OF COMPANY LIQUIDATOR (SECTION 282):

On consideration of the report of the Company Liquidator, the Tribunal shall fix a time limit within which the entire proceedings shall be completed and the company be dissolved.

The Tribunal may revise the time limit within which the entire proceedings shall be completed and the company be dissolved. The Tribunal may revise time limit any stage of the proceedings or on examination of the reports submitted to it by the Company Liquidator and after hearing the Company Liquidator, creditors or contributories or any other interested person, that it will not be advantageous or economical to continue the proceedings.

The Tribunal may order sale of the company as a going concern or its assets or part thereof. The Tribunal may appoint a sale committee comprising such creditors, promoters and officers of the company as the Tribunal may decide to assist the Company Liquidator in sale.

Investigation:

Where a report is received from the Company Liquidator or the Central Government or any person that a fraud has been committed in respect of the company, the Tribunal shall, without prejudice to the process of winding up, order for investigation under section 210. On consideration of the report of such investigation it may pass order and give directions under sections 339 to 342 or direct the Company Liquidator to file a criminal complaint against persons who were involved in the commission of fraud.

The Tribunal may order for taking such steps and measures, as may be necessary, to protect, preserve or enhance the value of the assets of the company.

The Tribunal may pass such other order or give such other directions as it considers fit.

CUSTODY OF COMPANY PROPERTY (SECTION 283):

Where a winding up order has been made or where a provisional liquidator has been appointed, the Company Liquidator or the provisional liquidator, as the case may be, shall, on the order of the Tribunal, forthwith take into his or its custody or control all the property, effects and actionable claims to which the company is or appears to be entitled to and take such steps and measures, as may be necessary, to protect and preserve the properties of the company.

All the property and effects of the company shall be deemed to be in the custody of the Tribunal from the date of the order for the winding up of the company.

On an application by the Company Liquidator or otherwise, the Tribunal may, at any time after the making of a winding up order, require any contributory for the time being on the list of contributories, and any trustee, receiver, banker, agent, officer or other employee of the company, to pay, deliver, surrender or transfer forthwith, or within such time as the Tribunal directs, to the Company Liquidator, any money, property or books and papers in his custody or under his control to which the company is or appears to be entitled.

PROMOTERS DIRECTORS TO COOPERATE WITH COMPANY LIQUIDATOR (SECTION 284):

The promoters, directors, officers and employees, who are or have been in employment of the company or acting or associated with the company shall extend full cooperation to the Company Liquidator in discharge of his functions and duties.

Where any person, without reasonable cause, fails to discharge his obligations, he shall be punishable with imprisonment which may extend to six months or with fine which may extend to fifty thousand rupees, or with both.

We will discuss other provisions related to winding up in future posts.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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