LIQUIDATION PROCESS

WINDING UP BY COURT PROVISIONAL LIQUIDATOR WINDING-UP ORDER APPLICATIONS UNDER SECTION 446. TRANSFER OF WINDING-UP PROCEEDINGS STATEMENT OF AFFAIRS REPORTS BY OFFICIAL LIQUIDATOR U/S 455 AND SUMMONS FOR DIRECTIONS COMMITTEE OF INSPECTION DEBTS AND CLAIMS AGAINST COMPANY SETTLEMENT OF THE LIST OF CONTRIBUTORIES GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES PROXIES TO MEETINGS OF CREDITORS ATTENDANCE AND APPEARANCE OF CREDITORS AND CONTRIBUTORIES COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING-UP BY COURT CALLS IN A WINDING-UP BY THE COURT EXAMINATION UNDER SECTIONS 477 AND 478 APPLICATIONS AGAINST DELINQUENT DIRECTORS, PROMOTERS AND OFFICERS DISCLAIMER COMPROMISE OR ABANDONMENT OF CLAIMS SALES BY THE OFFICIAL LIQUIDATOR DIVIDENDS AND RETURNS OF CAPITAL IN A WINDING-UP BY COURT TERMINATION OF WINDING-UP REGISTERS AND BOOKS OF ACCOUNT OF THE OFFICIAL LIQUIDATOR BANKING ACCOUNT OF THE OFFICIAL LIQUIDATOR INVESTMENT OF SURPLUS FUNDS FILING & AUDIT OF THE OFFICIAL LIQUIDATORS A/CS VOLUNTARY WINDING-UP AND WINDING-UP SUBJECT TO SUPERVISION LIQUIDATOR IN VOLUNTARY WINDING-UP PAYMENT OF UNCLAIMED DIVIDENDS AND UNDISTRIBUTED ASSETS

LIQUIDATION PROCESS WINDING UP OF COMPANIES

WINDING UP BY COURT
Winding-up petition and its hearing (i) Petition for winding-up. 95. A petition for winding-up a company shall be in Form No. 45, 46 or 47 (ii) Admission of petition and directions as to advertisement. 96. Upon the filing of the petition, it shall be posted before the Judge in Chambers for admission of the petition and fixing a date for the hearing thereof and for directions as to the advertisements to be published and the persons, if any, upon whom copies of the petition are to be served. The Judge may, if he thinks fit, direct notice to be given to the company before giving directions as to the advertisement of the petition. (iii) Petition by a contingent or prospective creditor. 97. A petition for winding-up of a company presented by a contingent or prospective creditor shall be accompanied by an application under section 439(8) for the leave of the Court for the admission of the petition. \ (iv) Copy of petition to be furnished. 98. Every contributory or creditor of the company shall be entitled to be furnished by the petitioner or by his advocate with a copy of the petition within 24 hours of his requiring the same on payment of the prescribed charges. (v) Advertisement of petition. 99. Subject to any directions of the Court, the petition shall be advertised within the time and in the manner provided by rule 24 of these Rules. The advertisement shall be in Form No. 48. (vi) Application for leave to withdraw petition. 100. (1) A petition for winding-up shall not be withdrawn after presentation without the leave of the Court. (vii) Substitution of creditor or contributory for original petitioner. 101. Where a petitioner, (1) Is not entitled to present a petition, or (2) fails to advertise his petition within the time prescribed by these Rules or by order of Court or such extended time as the Court may allow.

(viii) Procedure on substitution. 102. Where the Judge makes an order substituting a creditor or contributory as petitioner in a winding-up petition, he shall adjourned the hearing of the petition to a date to be fixed by him and direct such amendments of the petition as may be necessary. (ix) Affidavit in opposition. 103. Any affidavit intended to be used in opposition to the petition shall be filed not less than 5 days before the date fixed for the hearing of the petition, and a copy of the affidavit shall be served on the petitioner or his advocate forthwith. (x) Affidavit in reply. 104. An affidavit intended to be used in reply to the affidavit filed in opposition to the petition, shall be filed not less than 2 days before the day fixed for the hearing of the petition, and a copy of the affidavit in reply shall be served on the day of the filing thereof on the person by whom the affidavit in opposition was filed or his advocate. (xi) Stay of suit or proceeding pending petition. 105. An application under section 442 for stay of any suit or proceeding shall be made upon notice to all the parties to the suit or proceeding sought to be stayed.

PROVISIONAL LIQUIDATOR Appointment of Provisional Liquidator. 106. (1) After the admission of a petition for the winding-up of a company by the Court, upon the application of a creditor, or a contributory, or of the company, and upon proof by affidavit of sufficient ground for the appointment of a Provisional Liquidator, Rules applicable to Provisional Liquidator. 107. The Rules relating to Official Liquidators shall apply to Provisional Liquidators, so far as applicable, subject to such directions as the Court may give in each case. Costs, etc., of Provisional Liquidator. 108. Subject to any order of the Court, all the costs, charges and expenses properly incurred by the Official Liquidator as Provisional Liquidator, including such sum as is or would be payable to the Central Government under the scale of fees for the time being in force applicable where the Official Liquidator acts as Liquidator of the company, shall be paid out of the assets of the company;

WINDING-UP ORDER Notice to Official Liquidator of order. 109. Where an order for the winding-up of a company or for the appointment of a Provisional Liquidator has been made, the Registrar shall forthwith send to the Official Liquidator of the Court notice of the order under the seal of the Court in duplicate in Form No. 50 or 51 as the case may be, together with a copy of the petition and the affidavit if any filed in support thereof. Contents of winding-up order and order appointing Provisional Liquidator. 110. An order to wind-up a company or for the appointment of a Provisional Liquidator shall contain at the foot thereof a note stating that it will be the duty of such of the persons as are liable to make out or concur in making out the companys statement of affairs under section 454, to attend on the Official Liquidator at such time and place as he may appoint and to give him all information he may require. Order to be sent to Official Liquidator and form of order. 111. (1) The order for winding-up shall be drawn up by the Registrar as soon as possible, and, after it is signed and sealed, two certified copies thereof duly sealed shall be sent to the Official Liquidator. The order shall be in Form No. 52 with such variations as may be necessary. (2) Except where the company is the petitioner, the Official Liquidator shall cause a sealed copy of the order to be served upon the company by pre-paid registered post addressed at its registered office (if any Directions on making the winding-up order. 112. At the time of making the winding-up order, or at any time thereafter, the Court 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. Advertisement of the order. 113. Save as otherwise ordered by the Court, every order for the winding-up of a company by the Court, shall, within 14 days of the date of making the order, be advertised by the petitioner in one issue each of a newspaper in the English language and a newspaper in the regional language The advertisement shall be in Form No. 53. Official Liquidator to take charge of assets and books and papers of company. 114. On a winding-up order being made, the Official Liquidator attached to the Court shall forthwith take into his custody

Form of proceedings after winding-up order is made. 115. 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. Application for stay of winding-up proceedings. 116. An application under section 466 for stay of proceedings in the winding-up shall be made upon notice to the parties to the winding-up petition. APPLICATIONS UNDER SECTION 446. Application for leave to commence or continue suit or proceeding. 117. An application under section 446(1) for leave of the Court . Application for transfer of suit or proceeding. 118. (1) An application under section 446(3) for the transfer to the Court of any suit (2) Where an order is made for the transfer of a suit or proceeding pending in any other Court to the Court, the Registrar of the Court shall transmit without delay a certified copy of the order to the Court in which such suit or proceeding is pending, and that Court shall, on receipt of the order, transmit the records of the suit or proceeding to the Court. (3) Upon the making of an order for winding-up, all suits and proceedings by or against the company then pending or thereafter instituted in the Court or transferred to the Court, shall be assigned to and placed in the list of the Judge for the time being exercising jurisdiction under the Act. TRANSFER OF WINDING-UP PROCEEDINGS Application for transfer. 119. (1) Where a winding-up order has been made by High Court, an application for a direction that all subsequent proceedings in the winding-up be had in a District Court subordinate to the High Court (2) An order transferring winding-up proceedings from the High Court to a District Court or from one District Court to another shall be in Form No. 54. Transmission of records upon transfer of proceedings. 120. (1) Where an order is made transferring the winding-up proceedings in a High Court to another Court, the Registrar of the High Court shall, without delay, transmit the records of the proceedings together with a certified copy of the order of transfer to the Court to which the proceedings are transferred.

(2) Where the High Court makes an order withdrawing to its own file the winding-up proceedings in a District Court, the Registrar of the High Court shall forthwith forward a certified copy of the order to the said District Court, and that Court shall, on receipt of the order, despatch without delay the records of the proceedings to the High Court. (3) Where the High Court makes an order transferring the winding-up proceedings in a District Court to another District Court, the Registrar of the High Court shall forthwith forward a certified copy of the order to each of the said District Courts, and the Court whose proceedings are transferred shall, on receipt of the order, despatch without delay the records of the proceedings to the District Court to which they are transferred.

Proceedings to be re-numbered. 121. Where proceedings are transferred, they shall receive a new distinctive number in the Court to which they are transferred, but below the new number in the cause-title, the previous number shall be shown in brackets as follows:

(Transferred Petition No......of 19..... of the High Court/District Court of.....) Notice to Official Liquidator. 122. The Registrar of the Court to which the proceedings are transferred shall, on receipt of the order of transfer, give notice thereof to the Official Liquidator attached to the Court, and the said Official Liquidator shall thereupon give notice of the transfer to the Registrar of Companies. STATEMENT OF AFFAIRS Notice to submit statement. 124. A notice by the Official Liquidator requiring any of the persons mentioned in subsection (2) of section 454 to submit and verify a statement of affairs of the company shall be in Form No. 55 and shall be served by the Official Liquidator as soon as may be after the order for winding-up or the order appointing the Official Liquidator as Provisional Liquidator is made. Application by Official Liquidator under section 454(2). 125. The Official Liquidator may apply by summons to the Court for an order directing any person who, in his opinion, is liable to furnish a statement of affairs under section 454, to prepare and submit such a statement or concur in making the same. Notice of the application shall be served on the person against whom the order is sought. Where the Court makes the order, such order shall be in Form No. 56 with such variations as may be necessary.

Preparation of statement of affairs. 126. Any person who under section 454 is required to submit and verify a statement as to the affairs of the company shall be furnished by the Official Liquidator with the necessary forms and shall be given such instructions and afforded such reasonable facilities for preparing the statement as the Official Liquidator may in his discretion consider necessary. Form of the statement. 127. The statement as to the affairs of the company to be submitted under section 454 shall be in Form No. 57 and shall be made out in duplicate, one copy of which shall be verified by affidavit. Extension of time for submitting statement. 128. (1) Where any person required to submit a statement of affairs under section 454 requires an extension of time for submitting the same, he shall apply in the first instance to the Official Liquidator who may, if he thinks fit, give a written certificate extending the time, which certificate shall be filed with the proceedings. The certificate shall be in Form No. 59. (2) Where the Official Liquidator refuses to grant an extension of time for submitting the statement of affairs, the person required to submit the statement may apply to the Judge in Chambers for extension of time on notice to the Official Liquidator. Officers of company to attend and give information. 130. The Official Liquidator may from time to time hold personal interviews with any such person as is mentioned in sub-section (2) of section 454 for the purpose of investigatng the companys affairs, and it shall be the duty of every such person to attend on the Official Liquidator at such time and place as the Official Liquidator may appoint and give the Official Liquidator all informations that he may require and answer all such questions as may be put to him by the Official Liquidator. The Official Liquidator shall maintain minutes of the interviews held by him or memoranda containing the substance of such interviews. Duty of person making or concurring in statement. 131. After the statement of affairs of the company has been submitted to the Official Liquidator it shall be the duty of every person who has made or concurred in making it, if and when required, to attend on the Official Liquidator and answer all such questions as may be put to him, and give all such further informations as may be required of him by the Official Liquidator in relation to the statement of affairs. Default in complying with section 454.

132. Any default on the part of any person in complying with the requirements of section 454 shall be reported to the Court by the Official Liquidator, and the Court may thereupon pass such orders or give such directions as it may think fit. Dispensing with statement of affairs. 133. An application to dispense with the requirements of section 454 shall be supported by a report of the Official Liquidator showing the special circumstances which, in his opinion, render such a course desirable. Liquidator in voluntary winding-up or winding-up subject to supervision, to submit statement. 134. Where before the making of the winding-up order the company was being wound-up voluntarily or subject to the supervision of the Court, the Official Liquidator may require any liquidator or liquidators in such winding-up to furnish him, not later than 14 days of his making the requisition, or such other time as he may fix, with a statement as to the manner in which the winding-up was conducted, how the assets of the company were dealt with, and the position of the liquidation on the date of the order for winding-up by the Court; and on the requisition being made, it shall be the duty of the liquidator or liquidators so required to furnish the statement within the time limited. Where the liquidator or liquidators fail to furnish the statement as required, the Official Liquidator may apply to the Court for such directions as may be necessary.

REPORTS BY OFFICIAL LIQUIDATOR UNDER SECTION 455 AND SUMMONS FOR DIRECTIONS Preliminary report by Official Liquidator. 135. The preliminary report to be submitted by the Official Liquidator under sub-section (1) of section 455 shall be in Form No. 60 with such variations as may be necessary. Inspection of statement and preliminary report. 136. Every creditor or contributory, by himself or by his agent, shall be entitled to inspect the statement of affairs submitted under section 454 Further Report by Official Liquidator. 137. (1) Where the Official Liquidator makes a further report under sub-section (2) of section 455, such report shall state whether in the opinion of the Liquidator

Consideration of report by Court. 138. The consideration of the report (or reports) made by the Official Liquidator pursuant to sub-section (2) of section 455, shall be before the Judge in Chambers, and the Official Liquidator shall personally or by counsel attend the consideration thereof. Summons for directions to be taken out by Official Liquidator. 139. (1) As soon as practicable after the winding-up order is made and in any event not later than 7 days after the filing of his preliminary report under sub-section (1) of section 455, the Official Liquidator shall take out a summons for directions with regard to the settlement of the list of contributories and the list of creditors and the exercise by the Official Liquidator of all or any of the powers under section 457(1) and any other matters requiring directions of the Court.

COMMITTEE OF INSPECTION First meeting of creditors and contributories. 140. The meetings of the creditors and contributories under section 464 for the purpose of determining whether there shall be a Committee of Inspection, and if so, what shall be its composition, shall be convened, held and conducted in the manner hereinafter provided by these Rules for the holding and conducting of meetings of creditors and contributories.

Official Liquidator to report result of meeting and apply for directions. 141. (1) As soon as possible after the holding of the said meetings, the Official Liquidator shall report the result thereof to the Court. Such report shall be in Form No. 61.

Application for order not to fill vacancy in Committee. 142. An application by the Official Liquidator under the proviso to sub-section (9) of section 465 for an order that a vacancy occurring in the Committee of Inspection shall no be filled, shall be made upon notice to the remaining members of the Committee of Inspection and such other persons as the Court may direct. Liquidator and members of the Committee dealing with companys assets. 143. Neither the Liquidator nor any member of the Committee of Inspection shall, while acting as liquidator or member of such committee in any winding-up, either directly or indirectly, by himself or any employer, partner, clerk, agent, servant or relative, become purchaser of any part of the companys assets except by leave of the Court. Any such purchase made contrary to the provisions of this Rule may be set aside by the Court on the

application of the Liquidator or of a creditor or contributory, as the case may be, and the court may make such order as to costs as it may think fit. Committee of Inspection not to make profit. 144. No member of the Committee of Inspection shall, except under and with the sanction of the Court, directly or indirectly, by himself, or any employer, partner, clerk, agent, servant or relative, be entitled to derive any profit from any transaction arising out of the winding-up Costs of obtaining sanction of Court. 145. In any case in which sanction of the Court is obtained under the last two preceding Rules, the costs of obtaining such sanction shall be borne by the person in whose interest such sanction is obtained and shall not be payable out of the companys assets. Order sanctioning payment to Committee. . DEBTS AND CLAIMS AGAINST COMPANY Fixing a date for proving debts. 147. and the Liquidator in any other winding-up may, fix a certain day, which shall be not less than 14 days from the date of the notice to be given under the next succeeding Rule, on or before which the creditors of the company are to prove their debts or claims and to establish any title they may have to priority under section 530, or to be excluded from the benefit of any distribution made before such debts or claims are proved, or, as the case may be, from objecting to such distribution. Notice to creditors. 148. (1) The Liquidator shall give not less than 14 days notice of the date so fixed by advertisement in one issue of a daily newspaper in the English language and one issue of a daily newspaper in the regional language circulating in the State or Union Territory concerned, as he shall consider suitable. Such advertisement shall be in Form No. 63. Proof of debt. 149. (1) In a winding-up by the Court every creditor shall, subject as hereinafter provi- ded, prove his debt, unless the Judge in any particular case directs that any creditors or class of creditors shall be admitted without proof. (2) Formal proof of the debts mentioned in paragraph (d) of sub-section (1) of section 530 shall not be required, unless the Official Liquidator shall in any special case otherwise direct, in a winding-up by the Court. Mode of proof and verification thereof.

150. A debt may be proved by delivering or sending by post to the Liquidator, an affidavit verifying the debt made by the creditor or by some person authorised by him. Contents of proof. 151. An affidavit proving a debt shall contain or refer to a statement of account showing the particulars of the debt, and shall specify the vouchers, if any, by which the same can be substantiated. The affidavit shall state whether the creditor is a secured creditor, or a preferential creditor, and if so, shall set out the particulars of the security or of the preferential claim. The affidavit shall be in Form No. 66. Workmens wages. 152. In any case where there are numerous claims for wages or accrued holiday remuneration by workmen and others employed by the company, it shall be sufficient if one proof in Form No. 67 for all such claims is made either by a foreman or some other person on behalf of all such creditors. Production of bills of exchange and promissory notes. 153. Where a creditor seeks to prove in respect of a bill of exchange, promissory note or other negotiable instrument or security of a like nature on which the company is liable, such bill of exchange, note, instrument or security shall be produced before the Liquidator and be marked by him before the proof is admitted. Value of debts. 154. The value of all debts and claims against the company shall, as far as is possible, be estimated according to the value thereof at the date of the order of the winding-up of the company Discount. 155. A creditor proving his debt shall deduct therefrom all trade discounts, if any. Interest. 156. On any debt or certain sum payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the date of the winding-up order, or the resolution, as the case may be, the creditor may prove for interest at a rate not exceeding four per cent per annum up to that date from the time when the debt or sum was payable Periodical payments. 157. When any rent or other payment falls due at stated periods, and the order or resolution to wind-up is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of winding-up order or resolution as if the rent or payment accrued due from day to day.

Proof of debt payable at a future time. Examination of proof. in Form No. 68 by pre-paid registered post so as to reach him not later than 7 days before the date fixed. Official Liquidators right to summon any person in connection with the investigation. . Oaths. 161. For the purpose of his duties in relation to the admission of proof of debts, the Official Liquidator may administer oaths and take affidavits. Costs of proof. 162. Unless otherwise ordered by the Judge, a creditor shall bear the costs of proving his debt. Acceptance or rejection of proof to be communicated. Where the Liquidator rejects a proof, wholly or in part, he shall state the grounds of the rejection to the creditor in Form No. 69. Notice of admission of proof shall be in Form No. 70. Appeal by creditor. 164. If a creditor is dissatisfied with the decision of the Liquidator in respect of his proof, the creditor may, not later than 21 days from the date of service of the notice upon him of the decision of the Liquidator, appeal to the Court against the decision Procedure where creditor appeals. 165. (1) The Liquidator shall, upon receiving notice of the appeal against a decision rejecting a proof wholly or in part, file with the Registrar such proof with the order containing the grounds of rejection. (2) It shall be open to any creditor or contributory to apply to the Court for leave to intervene in the appeal, and the Court may, if it thinks fit, grant the leave subject to such terms and conditions as may be just. Where such leave has been granted notice of the hearing of the appeal shall be given to such creditor or contributory. Official Liquidator not to be personally liable for costs. 166. The Official Liquidator shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.

List of creditors not to be varied. 168. The list as certified by the Official Liquidator and filed in Court shall be the list of the creditors of the company, and shall not be added to or varied except under orders of Court and in accordance with such orders. Where an order is made adding to or varying the list of creditors, the Official Liquidator shall amend the list in accordance with such order. Notice of filing the list and inspection of the same. 169. Upon the filing of the certificate containing the list of creditors as settled by the Official Liquidator, the Registrar shall notify the filing thereof on the Court notice board, and the certificate and the list of creditors as settled and the proofs relating thereto shall be open to the inspection of every creditor or contributory on payment of a fee of one rupee. Procedure in the District Court regarding proof of claims. 170. Rules 163 to 169 of these rules shall not apply to proceedings in a winding-up in the District Court and in lieu thereof rules 171 to 175 of these rules shall apply.

Notice to be given to creditors. 173. Not less than 14 days before the date fixed for the proof of claims under the last preceding rule, the Official Liquidator shall give notice by registered post individually to each of the creditors who are required to prove their debts or claims or parts thereof, as the case may be, to come in and prove before the Court on the date fixed. Such notice shall be in Form No. 74. The Official Liquidator shall also give notice of the admission of their claims by post individually to the creditors whose claims have been admitted. Settlement of list of creditors. 174. On the date fixed or on any adjourned date, the Court shall, after hearing such evidence as may be tendered, adjudicate upon the claims and settle the list of creditors. The settlement of the list of creditors shall be recorded in a certificate signed by the Judge in Form No. 75. Inspection of the list of creditors and the proofs filed. 175. The list of creditors as settled and the proofs filed shall be open to the inspection of every creditor and contributory on payment of a fee of one rupee. Expunging of proof. Procedure on failure to prove the debt within the time fixed. 177. If any creditor fails to file proof of his debt with the Liquidator within the time specified in the advertisement referred to in rule 148, such creditor may apply to the Court for relief, and the court may thereupon, adjudicate upon the debt or direct the Liquidator to do so.

Right of creditor who has not proved debt before declaration of dividend. Payment of subsequent interest.

SETTLEMENT OF THE LIST OF CONTRIBUTORIES IN A WINDING-UP BY THE COURT Provisional list of contributories. 180. (1) Unless the Court dispenses with the settlement of a list of contributories, the Official Liquidator shall prepare and file in the Court not later than 21 days after the date of the order on the application for directions referred to in rule 139 of these Rules, a provisional list of contributories of the company with their names and addresses, the number of shares or the extent of interest to be attributed to each contributory, the amount called up and the amount paid up in respect of such shares or interest, and distinguishing in such list the several classes of contributories. (2) The list shall consist of every person who was a member of the company at the commencement of the winding-up or his representative, and shall be divided into two parts, the first part consisting of those who are contributories in their own right, and the second part, of those who are contributories as being representatives of, or liable for the debts of, others. The list shall be in Form No. 76. Notice to be given of date of settlement of list. Settlement of the list. 182. On the date fixed for the settlement of the list, the Official Liquidator shall hear any person who objects to being settled as a contributory or to being settled as a contributory in such character or for such number of shares or extent of interest as is mentioned in the provisional list, and after such hearing, shall finally settle the list. The list when so settled shall be the list of contributories of the company. Certificate of final settlement to be filed in Court. 183. Within 7 days after the settlement of the list the Official Liquidator shall file in Court a certificate of the list of contributories as finally settled by him. Such certificate shall be in Form No. 79. Notice of settlement to contributories. Such notice shall be in Form No. 80, and shall be sent to each person settled on the list by pre-paid registered post for acknowledgement at the address mentioned in the list as settled.

Supplemental list of contributories. 185. The Official Liquidator may from time to time add to the list of contributories by a supplemental list or lists and any such addition shall be made in the same manner in all respects as the settlement of the original list. A supplemental list shall be in Form No. 82. Variation of the list. 186. (1) Save as provided in the last preceding rule, the certificate of the list of contributories shall not be varied, and no person settled on the list as a contributory shall be removed from the list, or his liability in any way varied, except by order of Court and in accordance with such orders. (2) Where the Court makes an order varying the list of contributories, the Official Liquidator shall amend the list in accordance with the order of the Court. Application by Official Liquidator for rectification of list. Application by contributory to vary the list. Official Liquidator not to be personally liable for costs. Settlement of the list of contributories in District Courts. Notice to be given of date of settlement. Settlement of the list. The list when settled shall be certified by the Judge under his signature and shall be in Form No. 86. Supplemental list of contributories. 193. The Court may from time to time add to the list of contributories by a supplemental list or lists and any such addition shall be made in the same manner in all respects as the settlement of the original list. Application for rectification of list. List of contributories consisting of past members. List of contributories under section 104(1)(b).

GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN A WINDING-UP BY COURT AND OF CREDITORS IN A CREDITORS VOLUNTARY WINDING-UP Court meetings, Liquidators meetings and voluntary Liquidation meetings. Application of Rules to meetings. 198. (1) Except where and so far as the nature of the subject matter or the context may otherwise require, the Rules as to meetings as hereinafter set out shall apply to Court meetings, Liquidators meetings of creditors and contributories and voluntary liquidation meetings, provided that in the case of Court meetings, the Rules shall apply only subject to any directions given by the Court.

Notice of meeting. 199. (1) The Liquidator shall summon all meetings of creditors and contributories by giving not less than 14 days notice of the time and place appointed for the meeting by advertisement in one daily newspaper in the English language and one daily newspaper in the regional language circulating in the State or Union territory concerned as the liquidator may consider suitable, and by sending individually to every creditor of the company notice of the meeting of creditors, and to every contributory of the company notice of the meeting of contributories, by pre-paid letter post under certificate of posting so as to reach such person in the ordinary course of post not less than 14 days before the date fixed for the meeting. (2) The notice to each creditor shall be sent to the address given in his proof or, if he has not proved, to the address given in the statement of affairs, (3) In the case of meetings under section 506, the continuing liquidator, or if there is no continuing liquidator, any creditor may summon the meeting. (4) The notices shall be in such of the Form Nos. 87 to 91 as may be appropriate, and Form Nos. 90 and 91 may be used suitably altered in the case of voluntary liquidation meetings. (5) This rule shall not apply to meetings under section 500 or 509. Place and time of meeting. 200. Every meeting shall be held at such place and time as the person convening the same considers most convenient for the majority of the creditors or contributories or both Notice of first or other meeting to officers of company. . Proof of notice.

202. An affidavit by the clerk of the Official Liquidator, or by any person who sent the notices, that such notices have been duly sent, shall be sufficient evidence of the notices having been sent to the persons to whom the same were addressed. In the case of Court meetings, the affidavit shall be filed in Court and in the case of Liquidators meetings, the affidavit shall be filed with the Official Liquidator. Such affidavit shall be in Form No. 93. Costs of calling meetings at instance of creditor or contributory. 203. Where a creditor or contributory desires the liquidator to convene a meeting, the liquidator may require such creditor or contributory to deposit as a condition precedent thereto a sum sufficient for the costs thereof, to be computed as hereinafter provided; and on any application to the Court by a creditor or contributory to direct the Liquidator to convene a meeting, the Judge may, if he thinks fit, require the applicant to deposit a similar sum for such costs. Such sum shall include all disbursements necessary to be made for printing, stationary, postage and hire of room, to be calculated at the rate of Re. 1 for each creditor or contributory up to the first 25 creditors or contributories, 50 Paise for each creditor or contributory for the next 75 creditors or contributories, 25 Paise for each creditor or contributory above the first 100 creditors or contributories. The sum so deposited shall be repaid to the person depositing the same out of the assets of the company, if the Court shall by order, or if the creditors shall by resolution, so direct. This Rule shall not apply to meetings to be summoned by the Official Liquidator under section 460(3)(b) or to a meeting summoned at the instance of a creditor under section 506. Chairman of meeting. 204. Where a meeting is summoned by the liquidator, the liquidator, or some person nominated by him, shall be the chairman of the meeting. The nomination shall be in Form No. 94. At every other meeting of creditors or contributories, not being Court meetings of creditors and contributories, the chairman shall be such person as the meeting by resolution shall appoint. This Rule shall not apply to meetings under section 500. Copies of resolutions to be filed. 207. In a winding-up by the Court, the Official Liquidator shall file in Court a copy certified by him of every resolution passed at a meeting of creditors or contributories. The Registrar shall keep in each case a file of such resolutions. Non-receipt of notice by a creditor or contributory. 208. Where a meeting of creditors or contributories is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Court otherwise orders, be valid notwithstanding that some creditors or contributories may not have received the notice sent to him. Adjournments. 209. The chairman may, with the consent of the meeting, adjourn it from time to time, but the adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders.

Quorum. 210. A meeting may not act for any purpose except for adjournment thereof unless there are present or represented thereat in the case of a creditors meeting at least three creditors entitled to vote or in the case of a meeting of contributories at least three contributories, or all the creditors entitled to vote or all the contributories if the number of creditors entitled to vote or the number of contributories, as the case may be, shall not exceed three. Procedure in the absence of quorum. 211. If, within half an hour from the time appointed for the meeting, a quorum of creditors or contributories, as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place. When creditor can vote. 212. In the case of a meeting of creditors held under section 464 or of any adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the Official Liquidator. Provided that this rule and the next four following rules shall not apply to a court meeting of creditors held prior to the meeting of creditors under section 464 : Provided further that this rule shall not apply to any creditors or class of creditors who by virtue of these rules or any directions given thereunder are not required to prove their debts, or to any voluntary liquidation meetings. Admission or rejection of proofs for purposes of voting. 217. The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the Court. Minutes of proceedings. (2) A list of creditors and contributories present at every meeting shall be made and kept as in Form No. 95. Report of Court meetings. 219. Where a meeting is summoned under the direction of the Court, the chairman shall, within the time fixed by the court, or if no time is fixed within 7 days of the conclusion of the meeting, report the result thereof to the Court. Such report shall be in Form No. 96.

PROXIES IN RELATION TO A WINDING-UP BY COURT AND TO MEETINGS OF CREDITORS IN A CREDITORS VOLUNTARY WINDING-UP. Voting by proxies. 220. A creditor or contributory may vote either in person or by proxy. Where a person is authorised in the manner provided by section 187 to represent a Corporation at any meeting of creditors or contributories, such person shall produce to the Official Liquidator or other chairman of the meeting a copy of the resolution so authorising him. Such copy must be certified to be a true copy by a director, the manager, the secretary or other officer of the company duly authorised in that behalf who shall certify that he is so authorised. Form of proxies. 221. A creditor or contributory may give a general proxy or a special proxy to any person. A General proxy shall be in Form No. 97 and a special proxy in Form No. 98. Proxies to Liquidator or Chairman. 222. A creditor or contributory in a winding-up by the Court may appoint the Official Liquidator, and in a voluntary winding up the liquidator, or if there is no liquidator, the Chairman of the meeting, to act as his general or special proxy. Use of proxies by deputy. 223. Where an Official Liquidator who holds any proxies cannot attend the meeting for which they are given, he may in writing depute some person under his official control to use the proxies on his behalf and in such manner as he may direct. Forms to be sent with notice. 224. Forms of proxies shall be sent to the creditors and contributories with the notice summoning the meeting. No name shall be inserted or printed in the form before it is sent. Proxies to be lodged. 225. A proxy shall be lodged not later than 48 hours before the meeting at which it is to be used, with the Official Liquidator in a winding-up by the court, with the company at its registered office for a meeting under section 500, and with the liquidator, or if there is no liquidator, with the person named in the notice convening the meeting to receive the same, in a voluntary winding-up. Holder of proxy not to vote on matter in which he is financially interested. 226. No person acting either under a general or special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the company otherwise than as a creditor ratably with the other creditors of the company. Minor not to be appointed proxy.

227. No person shall be appointed as a general or special proxy who is a minor.

Proxy of person not acquainted with English. 229. The proxy of a creditor or contributory who does not know English may be accepted if it is executed in the manner prescribed in the last preceding rule and the witness certifies that it was explained to the creditor or contributory in the language known to him, and gives the creditors or contributorys name in English below the signature.

ATTENDANCE AND APPEARANCE OF CREDITORS AND CONTRIBUTORIES Attendance at proceedings. 230. (1) Save as otherwise provided by these rules or by an order of Court, every person for the time being on the list of contributories of the company and every creditor whose debt has been admitted by the Official Liquidator wholly or in part shall be at liberty at his own expense to attend the proceedings before the Court or before the Official Liquidator and shall be entitled upon payment of the costs occasioned thereby to have notice of all such proceedings as he shall, by request in writing addressed to the Official Liquidator, desire to have notice of ; but if the court shall be of opinion that the attendance of any such person has occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs or a gross sum in lieu thereof to be paid by such person and such person shall not be entitled to attend any further proceedings until he had paid the same. (2) No contributory or creditor shall be entitled to attend any proceedings before the Judge, unless and until he or an Advocate on his behalf has filed an appearance with the Registrar. The Registrar shall keep an Appearance Book in which all such appearances shall be entered. Such book shall be open to the inspection of the Official Liquidator. Representation of creditors and contributories before Court. 231. The court may, if it thinks fit, appoint from time to time any one or more of the creditors or contributories to represent before the court at the expense of the company all or any class of creditors or contributories upon any question or in relation to any proceedings before the court, and may remove any person so appointed. If more than one person is appointed under this rule to represent one class, the persons so appointed shall employ the same advocate to represent them, and where they fail to agree as to the advocate to be employed, the Judge may nominate an advocate for them.

COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING-UP BY COURT Powers of Official Liquidator. 232. The duties imposed on the Court by sub-section (1) of section 467 with regard to the collection of the assets of the company and the application of the assets in discharge of the companys liabilities shall be discharged by the Official Liquidator as an officer of the Court subject to the control of the Court and to the proviso in section 643(2). Official Liquidator to be in the position of a Receiver. 233. For the discharge by the Official Liquidator of the duties imposed by sub-section (1) of section 467 and the last preceding rule the Official Liquidator shall, for the purpose of acquiring and retaining possession of the property of the company, be in the same position as if he were a Receiver of the property appointed by the Court, and the court may on his application enforce such acquisition or retention accordingly. Companys property to be surrendered to Official Liquidator on requisition. 234. The powers conferred on the Court by section 468 may be exercised by the Official Liquidator. Any contributory for the time being on the list of contributories, trustee, receiver, banker or agent or officer of a company which is being wound up under order of the Court, shall on notice from the Official Liquidator and within such time as he shall by notice require, pay, deliver, convey, surrender or transfer to or into the hands of the Official Liquidator any money, property or documents, books or papers which happen to be in his hands for the time being and to which the company is prima facie entitled. Where the person so required fails to comply with the notice, the Official Liquidator may apply to the Court for appropriate orders. The notice shall be in Form No. 99. CALLS IN A WINDING-UP BY THE COURT Calls by the Official Liquidator. Official Liquidator to realise uncalled capital. Application for leave to make call. Notice of application. 238. Notice of an application for leave to make a call shall be served on every contributory proposed to be included in such call, by post under certificate of posting so as to reach such contributory in the ordinary course of post not less than 7 clear days before the date appointed for the hearing thereof, or if the Court so directs, notice of the application may be given by advertisement in Form No. 102, in such papers as the Court shall direct not less than 7 clear days before the date appointed for the hearing, without a separate notice to each contributory. The affidavit of service relating to thedespatch of notice to each contributory, or to the advertisement, as the case may be, shall be filed three days before the date fixed for the hearing.

Order granting leave to make a call and document making the call. Service of notice of call. 240. Soon after filing the document making the call under the last preceding rule, the Official Liquidator shall serve by registered post a copy of the order granting leave to make the call upon each of the contributories included in such call together with a notice in Form No. 105 specifying the amount or balance due from such contributory in respect of such call. The order granting leave to make a call need not be advertised unless the Court otherwise orders for any special reason. Order for payment of call. 241. The Official Liquidator may apply to the Court for an order against any contributory or contributories for payment of moneys due on the calls made by him. Other moneys due by contributories. 242. Where any money is due to the company from a contributory or from the estate of the person whom he represents, other than moneys due on calls made subsequent to the windingup, but including moneys due on calls made prior to the winding-up, the Official Liquidator may make an application to the Court supported by an affidavit for an order against such contributory for the payment of such moneys. Notice of the application shall be given to such contributory by registered post not less than 14 days prior to the date fixed for the hearing of the application. APPLICATIONS AGAINST DELINQUENT DIRECTORS, PROMOTERS AND OFFICERS OF THE COMPANY Applications under section 542 or 543. 260. An application under sub-section (1) of section 542 or under sub-section (1) of section 543, shall be made by a summons returnable in the first instance in Chambers. Directions at preliminary hearing of summons. 261. On the return of the summons the Court may give such directions as it shall think fit as to whether points of claim and defence are to be delivered, as to the taking of evidence wholly or in part by affidavit . Liberty to apply for further directions. 262. Where the Court has directed that points of claim and defence shall be delivered it shall be open to either party who wishes to apply for any further direction as to any interlocutory matter, to apply, by restoration of the summons, before the summons has been set down for trial, for such direction, upon giving two clear days notice in writing to the other party stating the grounds of the application. A copy of the notice shall be filed with the Registrar two clear days before the day fixed for the hearing of the application.

COMPROMISE OR ABANDONMENT OF CLAIMS No claim to be compromised or abandoned without sanction of Court. Application for sanction of compromise. 271. Every application for sanction of a compromise or arrangement with any person under clauses (ii) and (iii) of sub-section (1) of section 546 shall be accompanied by a copy of the proposed compromise or arrangement and shall be supported by an affidavit of the Liquidator stating that for the reasons set out in the affidavit he is satisfied that the proposed compromise or arrangement is beneficial to the company. The Court may, if it thinks fit, direct notice of the application to be given to the Committee of Inspection; if there is one, and to such other persons as it may think fit. SALES BY THE OFFICIAL LIQUIDATOR Sale to be subject to sanction and to confirmation by Court. 272. Unless the Court otherwise orders, no property belonging to a company which is being wound-up by the Court shall be sold by the Official Liquidator without the previous sanction of Court, and every sale shall be subject to confirmation by the Court. Procedure at sale. 273. Every sale shall be held by the Official Liquidator, or, if the Judge shall so direct, by an agent or an auctioneer approved by the Court and subject to such terms and conditions, if any, as may be approved by the Court. All sales shall be made by public auction or by inviting sealed tenders or in such manner as the Judge may direct. Expenses of sale. 274. Where property forming part of a companys assets is sold by the Official Liquidator through an auctioneer or other agent, the gross proceeds of the sale shall, unless the Court otherwise orders, be paid over to the Liquidator by such auctioneer or agent, and the charges and expenses connected with the sale shall afterwards be paid to such auctioneer or agent in accordance with the scales, if any, fixed by the Court. DIVIDENDS AND RETURNS OF CAPITAL IN A WINDING-UP BY COURT Declaration of dividend or return of capital. 275. No dividend to creditors or return of capital to contributories shall be declared by the Official Liquidator without the sanction of the Court.

Notice of declaration.

276. The Official Liquidator shall give notice of the declaration of dividend not less than one month prior to the date fixed for the payment thereof. Unless otherwise directed by the Judge, such notice shall be given by advertisement in such newspapers as the Judge shall direct and by sending by prepaid letter post under certificate of posting a notice to every person whose name appears in the list of creditors as on such date. The advertisement shall be in Form No. 137 and the notice to creditor in Form No. 138. Form of authority to pay dividend. 277. A person to whom dividend is payable may lodge with the Official Liquidator an authority in writing to pay such dividend to another person named therein. Such authority shall be in Form No. 139. Transmission of dividends by post. 278. Dividends and returns of capital may, at the request and risk of the person to whom they are payable be transmitted to him by registered post or by money order as may be appropriate. Form of order directing return of capital. 279. Every order by which the Official Liquidator is authorised to make a return to contributories of the company, shall, unless the Court otherwise directs, contain or have appended thereto a schedule or list (which the Official Liquidator shall prepare) setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money payable to each person, and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be necessary to enable the return to be made. The schedule or list shall be in Form No. 140 with such variations as circumstances shall require and the Official Liquidator shall send a notice of return to each contributory by ordinary post under certificate of posting in Form No. 141. Payment of dividend or return of capital due to a deceased creditor or contributory. 280. Where a claim made in respect of a dividend due to a deceased creditor or a return of capital due to a deceased contributory is Rs. 500 or less, the Official Liquidator may, upon satisfying himself as to the claimants right and title to receive the dividend or the return as the case may be, apply to the Court for sanctioning the payment of such dividend or return to the claimant without the production of a succession certificate or like authority. Where the Court sanctions the payment, the Official Liquidator shall make the payment upon obtaining a personal indemnity from the payee.

TERMINATION OF WINDING-UP

Official Liquidator to apply for dissolution. Dissolution of the company. 282. Upon the hearing of the application, the Court may, after hearing the Official Liquidator and any other person to whom notice may have been ordered by the Court, and upon perusing the account as audited, make such orders as it may think fit as to the dissolution of the company, the application, subject to the provisions of the Act, of the balance in the hands of the Official Liquidator or the payment thereof into the Companies Liquidation Account in the public account of India in the Reserve Bank of India, and the disposal of the books and papers of the company and of the Liquidator. Liquidator to pay the balance into public account. Conclusion of winding-up. 284. The winding-up of a company shall, for purposes of section 551, be deemed to be concluded (a) in the case of a company wound-up by order of the Court, at the date on which the order dissolving the company has been reported by the Liquidator to the Registrar of Companies; (b) in the case of a company wound-up voluntarily, or under the supervision of the Court, at the date of the dissolution of the company, unless at such date any fund or assets of the company remain unclaimed or undistributed in the hands or under the control of the liquidator, or any person who has acted as liquidator, in which case the winding-up shall not be deemed to be concluded until such funds or assets have either been distributed or paid into the Companies Liquidator Account in the Reserve Bank of India. Application to declare dissolution void. 285. An application under section 559 shall be made upon notice to the Central Government and the Registrar of Companies. Where the Court declares the dissolution to have been void, the order shall direct that the applicant do file a certified copy of the order with the Registrar of Companies not later than 21 days from the date of the order. REGISTERS AND BOOKS OF ACCOUNT OF THE OFFICIAL LIQUIDATOR Registers and Books to be maintained by the Official Liquidator. 286. (1) The Official Liquidator shall maintain the following Registers and Books : 1. Register of Liquidations in Form No. 142-A. 2. Central Cash Book in Form No. 142-B. 3. Companys Cash Book in Form No. 142-C. 4. General Ledger in Form No. 142-D. 5. Cashiers Cash Book in Form No. 142-E. 6. Bank Ledger in Form No. 142-F. 7. Register of Assets in Form No. 142-G.

8. Securities & Investment Register in Form No. 142-H. 9. Register of Book Debts & Outstandings in Form No. 142-I. 10. Tenants Ledger in Form No. 142-J. 11. Suits Register in Form No. 142-K. 12. Decree Register in Form No. 142-L. 13. Sales Register in Form No. 142-M. 14. Register of Claims & Dividends in Form No. 142-N. 15. Contributories Ledger in Form No. 142-O. 16. Dividends Paid Register in Form No. 142-P. 17. Commission Register in Form No. 142-Q. 18. Suspense Register in Form No. 142-R. 19. Documents Register in Form No. 142-S. 20. Books Register in Form No. 142-T. 21. Register of unclaimed dividends and undistributed assets, deposited into the companies liquidation account in the Reserve Bank, in Form No. 142-U, and 22. A Record Book for each company in which shall be entered all minutes of proceedings and the resolutions passed at any meeting of the creditors or contributories or of the Committee of Inspection, the substance of all orders passed by the Court in the liquidation proceedings, and all such matters other than matters of account as may be necessary to furnish a correct view of the administration of the companys affairs. BANKING ACCOUNT OF THE OFFICIAL LIQUIDATOR All moneys to be paid into the Reserve Bank. 287. The Official Liquidator shall pay into the public account of India in the Reserve Bank of India (hereinafter referred to as the Bank) to the credit of an account in his official name, all moneys received by him as the Official Liquidator of any company, and the realisations of each day shall be paid into the Bank without deduction not later than the next working day of the Bank, provided that the remittance of moneys into the Bank may be deferred until the realisations exceed Rs. 100. The money needed for meeting expenses or for making payments in cash shall be drawn from the Bank by cheques drawn upon the Bank by the Official Liquidator. All payments out of the account by the Official Liquidator above Rs. 50 shall ordinarily be made by cheques drawn against the said account. (2) The Official Liquidator shall maintain a Bank remittance challan book in counterfoil, the leaves of which shall be serially numbered in which the acknowledgement of the Bank shall be obtained for all moneys (whether in cash or cheque) deposited into the Bank to the credit of the account mentioned in clause (1) above. The Form of the challan book shall be settled by the Official Liquidator in consultation with the Bank. Bills, cheques and securities to be deposited into Bank. .

Payments into Bank under section 471. 289. Where the Court makes an order directing any person to pay any money due to the company into the public account of India in the Reserve Bank of India instead of to the Official Liquidator, the person so directed shall, at the time of making the payment, produce to the Bank a certified copy of the order or a payment in challan endorsed by the Official Liquidator under his signature. The money so paid shall be credited to the Official Liquidators account with the Reserve Bank of India. The person making the payment shall give notice thereof to the Official Liquidator and produce before him the Bank receipt relating thereto. Official Liquidators Dividend Account. 290. The Official Liquidator shall also open a separate dividend account for each company under liquidation either in the State Bank of India or its subsidiaries, or, with the sanction of the court, in any other Scheduled Bank, as may be convenient, under the name the Dividend Account of..............(name of the company) in liquidation by its Official Liquidator, into which account he shall, upon a declaration of dividend being made in the winding-up of any company, deposit by transfer from his account with the Reserve Bank of India the total amount of the dividends payable upon such declaration. There shall be a separate account in respect of each declaration of dividend. All payments of dividend shall be made from the said Official Liquidators dividend account and any unpaid balance in the account shall be transferred back to the Official Liquidators account in the Reserve Bank of India before being paid into the Companies Liquidation Account as unclaimed dividends. All payments of dividends above Rs. 50 shall ordinarily be made by cheques drawn against the said account. [Note : In this rule, the word dividend includes refund of capital to contributories.] Fees to be credited to Central Government. 291. In every winding-up where the Official Liquidator becomes or acts as Liquidator, there shall be paid into the public account of India in the Reserve Bank of India to the credit of the Central Government, from out of the assets of the company in liquidation (or by the petitioner as provided in clause (1) below), the fees determined in accordance with the following provisions : (1) Where the Official Liquidator acts as Provisional Liquidator only, Such fees as the Court may consider reasonable, to be paid out of the assets of the company or by the petitioner as the Court may direct, in respect of the services of the Official Liquidator as Provisional Liquidator. (2) Where a winding-up order is made and the Official Liquidator acts as liquidator of a company, (i) Upon the total assets, including produce of calls on contributories, interest on investments, and rents from properties, realised or brought to credit by the Official Liquidator, after deducting sums on which fees are chargeable under clauses (3) and (4) below and the amount spent out of the money received in carrying on the business of the company, upon each years collections.

On the first Rs. 10,000 or fraction thereof 3 per cent On the next Rs. 40,000 or fraction thereof 2 per cent On the next Rs. 50,000 or fraction thereof 1 per cent Above Rs. 1,00,000 3/4 per cent (ii) On the total amount distributed in dividend or paid to contributories, preferential creditors, and debenture holders by the Official Liquidator, half the above percentages. Note: (a) In computing the collections of each year, the year shall be taken as ending with the 31st day of March. (b) The said fees shall include the Official Liquidators services as provisional liquidator, and shall be subject to clauses (8) & (9) hereunder. (3) Where the Official Liquidator collects, calls or realises property for debenture holders, The same scale of fees as under clause (2) to be paid out of the proceeds of such calls or property. (4) Where the Official Liquidator realises property for secured creditors other than debenture holders. On the amount realised for each secured creditor, On the first Rs. 10,000 or fraction thereof 4 per cent On the next Rs. 40,000 or fraction thereof 2per cent On the next Rs. 50,000 or fraction thereof 2 per cent Above Rs. 1,00,000 1 per cent Where the company has no available assets. 292. Where a company against which a winding-up order has been made has no available assets, the Official Liquidator may, with the leave of the court, incur any necessary expenses in connection with the winding-up out of any permanent advance or other fund provided by the Central Government, and the expenses so incurred shall be recouped out of the assets of the company in priority to the debts of the company: Provided that where any money has been advanced to the Official Liquidator by the petitioning or other creditor or contributory for meeting any preliminary expenses in connection with the winding-up, the Official Liquidator may incur any necessary expenses out of such amount, and the money so advanced shall be paid out of the assets of the company in priority to the debts of the company.

INVESTMENT OF SURPLUS FUNDS Investment of moneys. Official Liquidator to examine the accounts for purposes of investment. Investments to be made by the Bank.

Dividend and interest to be credited. Refunds of income-tax. FILING AND AUDIT OF THE OFFICIAL LIQUIDATORS ACCOUNTS Half-yearly accounts to be filed. Form of account. 299. The account shall be a statement of receipts and payments in Form No. 144, and shall be prepared in accordance with the instructions contained therein. Three copies thereof shall be filed, and the account shall be verified by an affidavit of the Official Liquidator in Form No. 145. The final account shall be in Form No. 146. Nil account. 300. Where the Official Liquidator has not during the period of account received or paid any sum of money on account of the assets of the company, he shall file an affidavit of no receipts or payments on the date on which he shall have to file his accounts for the period. Registrar to send copy of account to the auditor. 301. As soon as the accounts are filed, the Registrar shall forward to the auditor one copy thereof for purposes of audit with a requisition in Form No. 147 requesting that the accounts may be audited and a certificate of audit issued to the Court not later than 2 months from the date of receipt of the copy of the account. Audit of the Official Liquidators accounts. Audit certificate to be filed. Audit fees. 304. (1) Audit fees according to the following scale on the gross amount brought to credit, including the produce of calls on contributories, interest on investments and rents from properties, but after deducting (a) the amount spent out of the money received in carrying on the business of the company and (b) the amounts paid by the Official Liquidator to secured creditors (other than debenture-holders), shall be paid to the auditor and debited to the account of the liquidation to which the audit relates : On the amount brought to credit including the produce of calls on contributories, interest on investments and rents from properties, but after deducting (a) the amount spent out of the money received in carrying on the business of the company, and (b) amounts paid by the Official Liquidator to secured creditors (other than debenture holders) ..... per cent On disbursements, other than payments to secured creditors not being debenture holders ..... per cent

(2) Where the audit is by the Examiner of Local Funds Accounts, audit fees calculated on the above scale shall be paid into the public account of India in the Reserve Bank of India to the credit of the State Government concerned. Inspection of the account and certificate of audit. 305. Any creditor or contributory shall be entitled to inspect the accounts and the auditors certificate in the office of the Court on payment of a fee of Re. 1, and to obtain a copy thereof on payment of the prescribed charges. Account and auditors report to be placed before Judge. 306. Upon the audit of the account, the Registrar shall place the statement of account and the auditors certificate before the Judge for his consideration and orders. Legal assistance for the Official Liquidator. 307. The Official Liquidator shall, as far as possible, personally appear and conduct all proceedings before the Court in the liquidation, provided that the Official Liquidator may apply to the Court for sanction to employ an advocate or advocates to assist him, and the Court may, on such application, sanction such employment or pass such further or other orders as it may think fit. Employment of additional or special staff. 308. Where the Official Liquidator is of opinion that the employment of any special or additional staff is necessary in any liquidation, he shall apply to the Court for sanction, and the Court may sanction such staff as it thinks fit on such salaries and allowances as to the Court may seem appropriate. Apportionment of expenses of common staff. Applications under section 463(2) and section 545(3). Annual statement by the Official Liquidator under section 551. VOLUNTARY WINDING-UP AND WINDING-UP SUBJECT TO SUPERVISION Applicability of Rules. 312. (1) Where an application is made to the Court under the provisions of the Act in the voluntary winding-up of a company, whether or not an order shall have been made that the voluntary winding-up shall continue subject to the supervision of the Court, these Rules, so far as may be, shall be applied to the subject matter and mode of such application. (2) Save as aforesaid, Rules which from their nature and subject matter, or by the headlines above the group in which they are contained or by their terms are made applicable only to proceedings in a winding-up by the Court or only to such proceedings and to proceedings in a creditors voluntary winding-up, shall not apply to proceedings in a voluntary winding-up, or,

as the case may be, in a members voluntary winding-up, whether any such voluntary winding-up is or is not being continued under the supervision of the Court. Declaration of solvency in a members voluntary winding-up. 313. The declaration of solvency to be made by the directors of a company under section 488(1) shall be in Form No. 149, with such variations as the circumstances may require. Statement to be laid before meeting of creditors under section 495(1). 314. The statement of the assets and liabilities of the company to be laid before a meeting of creditors by a liquidator in a members voluntary winding-up under section 495(1) shall be in Form No. 150 with such variations as may be necessary. LIQUIDATOR IN VOLUNTARY WINDING-UP Notice of appointment of liquidator. 315. The notice of his appointment which every liquidator is required to publish in the Official Gazette under section 516 shall be in Form No. 151 and the notice of the appointment to be delivered to the Registrar of Companies shall be in Form No. 152. Order for winding-up subject to supervision. 316. Upon an order being made for winding-up of a company subject to the supervision of the Court, the liquidator of the company shall, within 21 days from the date of the order, advertise the order in one issue of the Official Gazette of the State or Union Territory concerned, and in one issue of a newspaper in the English language or a newspaper in the regional language circulating in the State or Union Territory concerned, as the Court may direct, and also within the said period file a certified copy of the order with the Registrar of Companies. Security by liquidator appointed by Court. Limit of remuneration of liquidator. 318. A liquidator shall not, under any circumstances whatever, make any arrangement for, or accept from any advocate, auctioneer or any other person connected with the company of which he is the liquidator, or employed in or in connection with the winding-up of the company, any gift, remuneration, or pecuniary or other benefit whatever beyond the remuneration to which under the Act and the Rules he is entitled as liquidator, nor shall he make any arrangement for giving up, or give up any part of such remuneration to any such person. Restriction on purchase of goods by liquidator. 319. Where the liquidator carries on the business of the company, he shall not, without the express sanction of the Court,purchase goods for the carrying on of such business from any person whose connection with him is of such a nature as would result in his obtaining directly

or indirectly any benefit out of the transaction. Where the liquidator applies for sanction, he shall disclose in his application the nature of his interest in the transaction, and the cost of obtaining sanction of Court shall be borne by the liquidator personally. Office of liquidator vacated by his insolvency. 320. A liquidator against whom an order of adjudication is made shall thereby vacate his office, and for the purposes of the application of the Act and the Rules, he shall be deemed to have been removed. Resignation of liquidator. 321. (1) In a members voluntary winding-up, a liquidator who desires to resign his office shall summon a meeting of the company and submit his resignation to it. (2) In a creditors voluntary winding-up, a liquidator who desires to resign his office shall summon separate meetings of the creditors and contributories of the company to decide whether or not his resignation shall be accepted. If the creditors and contributories by ordinary resolution both agree to accept the resignation of the liquidator, the resignation shall take effect. In any other case, the liquidator shall report to the Court the result of the meetings and apply for appropriate orders of the Court and the Court may, upon such application, determine whether or not the resignation of the liquidator shall be accepted, and may give such directions and make such orders as it considers necessary. (3) The liquidator shall, along with his resignation, submit an account of his acts and dealings as liquidator and a statement as to the position of the liquidation, in a form in all respects similar to the statement prescribed under these Rules under section 551(1), commencing from the date when the last previous statement if any under the said section terminated, or from the date of his appointment as liquidator, whichever is later, and brought down to the date of his resignation. (4) The expenses of summoning a meeting of the company under sub-rule (1) of this rule, or of the meetings of creditors and contributories under sub-rule (2) and of the application to be made to the Court under sub-rule (2), shall be part of the expenses of the liquidation. Duty of liquidator upon resignation. 322. Upon a liquidator resigning or being released or removed from his office, he shall deliver over to the new liquidator all books kept by him, and all other books, documents, papers and accounts in his possession relating to the company or to the office of the liquidator. Books to be kept by the liquidator. 323. (1) The liquidator shall keep proper books of account showing all receipts and payments made by him in the course of the liquidation. (2) In a creditors voluntary winding-up, he shall keep such books as the Committee of Inspection, or if there is no such Committee, as the creditors, direct, and submit all the books and accounts and documents and papers in his possession relating to his office as liquidator

or to the company, to the Committee of Inspection, or if there is none, to the creditors whenever required by the Committee or creditors as the case may be. (3) In addition to the books of account, the liquidator shall keep a record book in which shall be entered all minutes of proceedings and the resolutions passed at any meeting of the creditors or contributories or of the Committee of Inspection, 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 companys 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. (4) The accounts of the liquidator shall be open to the inspection of every creditor or contributory during office hours upon payment of a fee of Re. 1 for every hour of inspection or part thereof. Banking account of the liquidator. 324. The liquidator shall open a special account of the liquidation called the Liquidation Account of.................................................... Company Ltd. Company Private Ltd. Company. in a Scheduled Bank, or, with the previous sanction of the Court, in any other Bank, as provided in section 553(1), into which he shall pay all moneys received by him as 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, provided that the remittance of moneys into the Bank may be deferred until the realisations exceed Rs. 100. The money needed for meeting the expenses of liquidation or for making any payments by the liquidator in cash shall be drawn from the Bank by cheques drawn upon the Bank by the liquidator. All payments by the liquidator above Rs. 50 shall ordinarily be made by cheque. Unless the contrary appears, all references in these Rules to the Bank in a voluntary windingup shall mean references to the Bank in which an account has been opened as aforesaid. Bills, cheques and securities to be deposited in Bank. 325. All bills, cheques, hundies, notes and other securities of a like nature 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 realisedshall be credited by the Bank to the account of the liquidator. Investment of surplus funds. 326. (1) 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 liquidator in Government or trust securities or in interest bearing deposits in a Scheduled Bank.

(2) Rules 294 to 297 of these Rules relating to investments shall apply mutatis mutandis to investments made by the liquidator in every voluntary winding-up. Liquidators statements under section 551. 327. In a voluntary winding-up or a winding-up under the supervision of the Court, the statements required to be filed under section 551 with respect to the proceedings in and position of the liquidation of a company the winding-up of which is not concluded within a year after its commencement, shall be filed with the Registrar of Companies twice in every year as follows : (1) The first statement, commencing from the date when a liquidator was first appointed and brought down to the end of twelve months from the commencement of the winding-up, shall be filed within one month from the expiration of such twelve months, and subsequent statements shall be filed at intervals of half a year, each statement being brought down to the end of the half year for which it is filed. Where the winding-up is concluded before the expiration of a half-yearly interval, the final statement of account brought down to the close of the winding-up shall be filed forthwith. (2) Where the time for filing the statement has expired, the Court may on application extend the time, and unless the Court otherwise orders, the costs of such application shall be borne by the liquidator personally. (3) The statement shall be in Form No. 153 (with such variations as may be necessary in the case of the final account), and shall be prepared in accordance with the instructions contained in the Form, and verified by an affidavit in Form No. 154. (4) Where the liquidator has not, during any period for which the statement has to be filed, received or paid any money on account of the company, he shall, at the period when he is required to file his statement, file with the Registrar of Companies the prescribed statement in the above Form No. 153, in duplicate, containing the particulars therein required with respect to the proceedings in and the position of the liquidation, together with an affidavit of no receipts or payments. (5) Every statement shall be filed in duplicate with the Registrar of Companies, and, in a winding-up under the supervision of the Court, a copy of the statement shall also be filed in the Court, within the time prescribed in clause (1) above. Annual statement under sections 496(1)(b) and 508(1)(b). 328. The statement to be laid, in the case of members voluntary winding-up, before a general meeting of the company under section 496(1)(b), and, in the case of a creditors voluntary winding-up, before a general meeting of the company and a meeting of the creditors under section 508(1)(b), shall be prepared in the same form as the Liquidators statements under section 551. Notice convening final meeting and the account to be laid before the meeting. 329. The notice convening the final meeting of the company in a members voluntary winding-up, or the final meetings of the company and the creditors in a creditors voluntary

winding-up, shall be in Form No. 155. The account of the winding-up to be laid by the liquidator before the said meeting or meetings shall be in Form No. 156. In a winding-up subject to supervision of the Court, a copy of the account shall also be filed in the Court. Consideration by Court of the statements under section 551 and the final account, in a winding-up subject to the supervision of the Court. 330. In a winding-up subject to the supervision of the Court, upon the filing into Court of each of the statements under section 551(1) referred to in rule 327 or of the account referred to in the last preceding rule, the Registrar shall obtain orders of the Judge fixing a date for the consideration thereof by the Judge, and notify the date on the notice board of the Court and to the liquidator. The liquidator shall attend the consideration of the statement or of the final account, as the case may be, and shall give the Judge such further explanation or information with reference to the matters contained therein as the Judge may require. Returns to Registrar of Companies. 331. The returns to be made to the Registrar of Companies under sub-sections (3) and (4) of sections 497 and 509 shall be in Form Nos. 157 and 158 respectively. Inspection by creditor or contributory of statements filed by liquidator. 332. Any creditor or contributory of a company which is being wound-up, shall be entitled to inspect any of the statements filed under sections 496, 497, 508, 509 and 551 on payment of a fee of Re. 1 each, and to obtain a copy thereof or extract therefrom on payment of the prescribed charges. Audit of the liquidators accounts. 333. The company in general meeting in a members voluntary winding-up, and the creditors in a creditors voluntary winding-up, may, if and when they think fit, appoint an auditor to audit the accounts of the liquidator, and shall fix the fees to be paid to such auditor. Applications under section 518. 334. (1) An application under section 518 shall be made by a Judges summons, and notice of the application shall be given to the 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 Court may direct. (2) Where an order is made under section 518 staying the proceedings in the winding-up, the order shall direct that the applicant at whose instance the order for stay was made shall, within 10 days of the making of the order, file a certified copy thereof with the Registrar of Companies.

PAYMENT OF UNCLAIMED DIVIDENDS AND UNDISTRIBUTED ASSETS INTO THE COMPANIES LIQUIDATION ACCOUNT, IN A WINDING-UP

Statement to accompany payment. 335. (1) The statement to be furnished, under section 555(3) to the Officer appointed by the Central Government, by the Official Liquidator in a winding-up, by the Court and by a Liquidator in a voluntary winding-up, when making any payment of unclaimed dividends or undistributed assets into the Companies Liquidation Account in the Reserve Bank of India under section 555(1) and (2), shall be in Form No. 159. (2) The Liquidator shall, whenever called upon by the Central Government to do so, certify whether a person claiming payment from the Companies Liquidation Account under section 555(7) is or is not entitled to the whole or any part of the amount claimed. Unclaimed dividends or undistributed assets under investment. 336. For purposes of payment of unclaimed dividends and undistributed assets into the Companies Liquidation Account, money invested or deposited at interest by the liquidator shall be deemed to be money in his hands, and when such money forms part of the unclaimed dividends or undistributed assets of the company, the liquidator shall realise the investment or withdraw the deposit and shall pay the proceeds into the Companies Liquidation Account. Application by person for payment of money paid into the Companies Liquidation Account. 337. An application under sub-section (7)(a) of section 555 by any person claiming to be entitled to any money paid into the Companies Liquidation Account for payment of such money shall state whether the applicant had made an application to the Central Government for the payment, and if so, the result of the application. Costs and expenses payable out of the assets in a winding-up by the Court. 338. (1) The assets of a company in a winding-up by the Court remaining after payment of the fees and expenses properly incurred in preserving, realising or getting in the assets including, where the company has previously commenced to be wound-up voluntarily, such remuneration, costs and expenses as the Court may allow to the liquidator in such voluntary winding-up, shall, subject to any order of the Court and to the rights of secured creditors, if any, be liable to the following payments which shall be made in the following order of priority, namely First the taxed costs of the petition, including the taxed costs of any person appearing on the petition whose costs are allowed by the Court; Next the costs and expenses of any person who makes, or concurs in making, the companys statement of affairs; Next the necessary disbursements of the Official Liquidator other than expenses properly incurred in preserving, realising or getting in the properties of the company; Next the cost of any person properly employed by the Official Liquidator; Next the fees to be credited to Government under section 451(2); Next actual out of pocket expenses necessarily incurred by the members of the Committee of Inspection, and sanctioned by Court.

(2) Save as otherwise ordered by the Court, no payments in respect of bills of advocates, shall be allowed out of the assets of the company without proof that the same have been considered and allowed by the taxing officer of the Court. The Taxing Officer shall, before passing the bills or charges of an advocate satisfy himself that the appointment of an advocate to assist the liquidator in the performance of his duties has been duly sanctioned. (3) Nothing contained in this rule shall apply to or affect costs which, in the course of legal proceedings by or against the company which is being wound-up by the Court, are ordered by the Court in which such proceedings are pending, to be paid by the company or the liquidator, or the rights of the person to whom such costs are payable