Professional Documents
Culture Documents
In continuation of our discussion about voluntary winding up, we will discuss on company
liquidator in voluntary winding up.
APPOINTMENT OF COMPANY LIQUIDATOR (SECTION 310):
The company in its general meeting, where a resolution of voluntary winding up is passed, shall
appoint a Company Liquidator from the panel prepared by the Central Government for the
purpose of winding up its affairs and distributing the assets of the company and recommend the
fee to be paid to the Company Liquidator.
Where the creditors have passed a resolution for winding up the company undersub-section (3) of
section 306, the appointment of the Company Liquidator shall be effective only after it is
approved by the majority of creditors in value of the company. Where creditors do not approve
the appointment of a Company Liquidator by members, creditors shall appoint another Company
Liquidator.
The creditors, approving of appointing a company liquidator, shall a suitable resolution with
regard to the fee of the Company Liquidator.
On appointment as Company Liquidator, such liquidator shall file a declaration within seven
days of the date of appointment disclosing conflict of interest or lack of independence in respect
of his appointment, if any, with the company and the creditors and such obligation shall continue
throughout the term of his or its appointment.
Where there are no creditors of a company, the company in its general meeting and, where a
meeting of creditors is held, creditors, may appoint committees as considered appropriate to
supervise the voluntary liquidation and assist the Company Liquidator in discharging his or its
functions.
COMPANY LIQUIDATOR TO SUBMIT REPORT ON PROGRESS ON PROGRESS OF
WINDING UP (SECTION 316):
The Company Liquidator shall report quarterly on the progress of winding up of the company to
the members and creditors and shall also call a meeting of the members and the creditors as and
when necessary but at least one meeting each of creditors and members in every quarter and
appraise them of the progress of the winding up of the company.
If the Company Liquidator fails to comply, he shall be punishable, in respect of each such
failure, with fine which may extend to ten lakh rupees.
REPORT OF COMPANY LIQUIDATOR TO TRIBUNAL FOR EXAMINATION OF
PERSONS (SECTION 317):
Where the Company Liquidator is of the opinion that a fraud has been committed by any person
in respect of the company, he shall immediately make a report to the Tribunal and the Tribunal
shall, without prejudice to the process of winding up, order for investigation under section 210
and on consideration of the report of such investigation. The Tribunal may pass such order and
give such directions under this Chapter as it may consider necessary including the direction that
such person shall attend before the Tribunal on a day appointed by it for that purpose and be
examined as to the promotion or formation or the conduct of the business of the company or as to
his conduct and dealings as officer thereof or otherwise.