(1) The liquidator shall, at such times as may be prescribed but not less than twice in each year during his tenure of office, present to the 1*[Tribunal] an account of his receipts and payments as liquidator.
(2) The account shall be in the prescribed form, shall be made in duplicate, and shall be verified by a declaration in the prescribed form.
(3) The 1*[Tribunal] shall cause the account to be audited in such manner as it thinks fit; and for the purpose of the audit, the liquidator shall furnish the 1*[Tribunal] with such vouchers and information as the 2*[Tribunal] may require, and the 1 [Tribunal] may, at any time, require the production of, and inspect, any books or accounts kept by the liquidator.
(4) When the account has been audited, one copy thereof shall be filed and kept by the 1*[Tribunal], and the other copy shall be delivered to the Registrar for filing; and each copy shall be open to the inspection of any creditor, contributory or person interested.
2*[(4A) Where an account referred to in sub-section (4) relates to a Government company in liquidation, the liquidator shall forward a copy thereof.-
(a) To the Central Government, if that Government is a member of the Government company; or
(b) To any State Government, if that Government is a member of the Government company; or
(c) To the Central Government and any State Government, if both the Governments are members of the Government company.]
(5) The liquidator shall cause the account when audited or a summary thereof to be printed, and shall send a printed copy of the account or summary by post to every creditor and to every contributory:- Provided that the 1*[Tribunal] may in any case dispense with compliance with this sub¬section.
(1) The Central Government shall take cognizance of the conduct of liquidators of companies which are being wound up by the1*[Tribunal], and, if a liquidator does not faithfully perform his duties and duly observe all the requirements imposed on hi m by this Act2*[or by the Indian Companies Act, 1913 (7 of 1913)], the rules there under, or otherwise, with respect to the performance of his duties, or if any compliant is made to the Central Government by any creditor or contributory in regard thereto, the Central Government shall inquire into the matter, and take such action thereon as it may think expedient:-
2*[Provided that where the winding up of a company has commenced before the commencement of this Act, the1*[Tribunal] may, on the application of the Central Government, appoint in place of such liquidator the Official Liquidator as the liquidator in such winding up.]
(2) The Central Government may at any time require any liquidator of a company which is being wound up by the1[Tribunal] to answer any inquiry in relation to any winding up in which he is engaged, and may, if the Central Government thinks fit, apply to the1*[Tribunal] to examine him or any other person on oath concerning the winding up.
(3) The Central Government may also direct a local investigation to be made of the books and vouchers of the liquidators.
1*[(1) (a) The2*[Tribunal] may, at the time of making an order for the winding up of a company or at any time thereafter, direct that there shall be appointed a committee of inspection to act with the liquidator.
(b) Where a direction is given by the2*[Tribunal] as aforesaid, the liquidator shall, within two months from the date of such direction, convene a meeting of the creditors of the company (as ascertained from its books and documents) for the purpose of determining who are to be members of the committee.]
3*[(2) The liquidator shall, within fourteen days from the date of the creditors' meeting or such further time as the2*[Tribunal] in its discretion may grant for the purpose, convene a meeting of the contributories to consider the decision of the creditors' meeting with respect to the membership of the committee; and it shall be open to the meeting of the contributories to accept the decision of the creditors' meeting with or without modifications or to reject it.]
(3) Except in the case where the meeting of the contributories accepts the decision of the creditors' me eting in its entirety, it shall be the duty of the liquidator to apply to the2[Tribunal] for directions as to4[***] what the composition of the committee shall be, and who shall be members thereof.
(1) A committee of inspection appointed in pursuance of section 464 shall consist of not more than twelve members, being creditors and contributories of the company or persons holding general or special powers of attorney from creditors or contributories, in such proportions as may be agreed on by the meetings of creditors and contributories, or in case of difference of opinion between the meetings, as may be determined by the 1*[Tribunal].
(2) The committee of inspection shall have the right to inspect the accounts of the liquidator at all reasonable times.
(3) The committee shall meet at such times as it may from time to time appoint, 2 [***] and the liquidator or any member of the committee may also call a meeting of the committee as and when he thinks necessary.
(4) The quorum for a meeting of the committee shall be one-third of the total number of the members, or two, whichever is higher.
(5) The committee may act by a majority of its members present at a meeting, but shall not act unless a quorum is present.
(6) A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.
(7) If a member of the committee is adjudged an insolvent, or compounds or arranges with this creditors, or is absent from five consecutive meetings of the committee without the leave of those members who, together with himself, represent the creditors or contributories, as the case may be, his office shall become vacant.
(8) A member of the committed may be removed at a meeting of creditors if he represents creditors, or at a meeting of contributories if he represents contributories, by an ordinary resolution of which seven days' notice has been given, stating the object of the meeting.
(9) On a vacancy occurring in the committee, the liquidator shall forthwith summon a meeting of creditors or of contributories, as the case may require, to fill the vacancy; and the meeting may, by resolution, re-appoint the same, or appoint another, creditor or contributory to fill the vacancy:-
Provided that if the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for the vacancy to be filled, he may apply to the Court and the 1 [Tribunal] may make an order that the vacancy shall not be filled, or shall not be filled except in such circumstances as may be specified in the order.
(10) The continuing members of the committee, if not less than two, may act notwithstanding any vacancy in the committee.
(1) The Tribunal may at any time after making a winding up order, on the application either of the Official Liquidator or of any creditor or contributory, and on proof to the satisfaction of the Tribunal that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the Tribunal thinks fit.
( 2) On any application under this section, the Tribunal may, before making an order, require the Official Liquidator to furnish to the Tribunal a report with respect to any facts or matters which are in his opinion relevant to the application.
(3) A copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the Registrar, who shall make a minute of the order in his books relating to the company.]
(1) As soon as may be after making a winding up order, the 1* [Tribunal] shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required in pursuance of this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities:- Provided that, where it appears to the 1*[Tribunal] that it will not be necessary to make calls on, or adjust the rights of, contributories, the 1*[Tribunal] may dispense with the settlement of a list of contributories.
(2) In settling the list of contributories, the 1*[Tribunal] shall distinguish between those who are contributories in their own right and those who are contributories as being representatives of, or liable for the debts of, others.
The1*[Tribunal] may, at any time after making a winding up order, require any contributory for the time being on the list of contributories, and any trustee, receiver, banker, agent,2*[officer or other employee] of the company, to pay, deliver, surrender or transfer forthwith or within such time as the1*[Tribunal] directs, to the liquidator, any money, property or books and papers3*[in his custody or under his control] to which the company is prima facie entitled.
(1) The1*[Tribunal] may, at any time after making a winding up order, make an order on any contributory for the time being on the list of contributories to pay, in the manner directed by the order, any money due to the company, from hi m or from the estate of the person whom he represents, exclusive of any money payable by hi m or the estate by virtue of any call in pursuance of this Act.
(2) The1*[Tribunal], in making such an order, may-
(a) In the case of an unlimited company, allow to the contributory, by way of set-off, any money due to him or to the estate which he represents, from the company, on any independent dealing or contract with the company, but not any money due to him as a member of the company in respect of any dividend or profit; and
(b) In the case of a limited company, make to any director,2[***] or manager whose liability is unlimited, or to hi s estate, the like allowance.
(3) In the case of any company, whether limited or unlimited, when all the creditors have been paid in full, any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call.
(1) The Tribunal may, at any time after making winding up order, and either before or after it has ascertained the sufficiency of the assets of the company,-
(a) Make calls on all or any of the contributories for the time being on the list of the contributories, to the extent of their liability, for payment of any money which the Tribunal considers necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves; and
(b) Make an order for payment of any calls so made.
(2) In making a call, the Tribunal may take into consideration the probability that some of the contributories may, partly or wholly, fail to pay the call.
(1) The 1*[Tribunal] may order any contributory, purchaser or other person from whom any money is due to the company to pay the money into the public account of India in the Reserve Bank of India instead of to the liquidator.
(2) Any such order may be enforced in the same manner as if the 1* [Tribunal] had directed payment to the liquidator.
All moneys, bills, hundis, notes and other securities paid or delivered into the Reserve Bank of India in the course of the winding up of a company by the Tribunal, shall be subject in all respects to the orders of the Tribunal.
The1*[Tribunal] may, in the event of the assets being insufficient to satisfy the liabilities, make an order for the payment out of the assets, of the costs, charges and expenses incurred in the winding up, in such order of priority inters as the1*[Tribunal] thinks just.
(1) The1*[Tribunal] may, at any time after the appointment of a provisional liquidator or the making of a winding up order summon before it any officer of the company or person known or suspected to have in his possession any property or books or papers, of the company or known or suspected to be indebted to the company, or any person whom the1*[Tribunal] deems capable of giving information concerning the promotion, formation, trade, dealings, property, books or papers or affairs of the company.
(2) The1*[Tribunal] may examine any officer or person so summoned on oath concerning the matters aforesaid, either by word of mouth or on written interrogatories; and may, in the former case, reduce his answers to writing and require him to sign them.
(3) The1*[Tribunal] may require any officer or person so summoned to produce any books and papers in his custody or power relating to the company; but, where he claims any lien on books or papers produced by him, the production shall be without prejudice to that lien, and the1*[Tribunal] shall have jurisdiction in the winding up to determine all questions relating to that lien.
(4) If any officer or person so summoned, after being paid or tendered a reasonable sum for his expenses, fails to appear before the1*[Tribunal] at the time appointed, not having a lawful impediment (made known to the1*[Tribunal] at the time of its sitting and allowed by it), the1*[Tribunal] may cause him to be apprehended and brought before the1*[Tribunal] for examination.
2*[(5) If, on his examination, any officer or person so summoned admits that he is indebted to the company, the1*[Tribunal] may order him to pay to the provisional liquidator or, as the case may be, the liquidator at such time and in such manner as to the1*[Tribunal] may seem just, the amount in which he is indebted, or any part thereof, either in full discharge of the whole amount or not, as the1*[Tribunal] thinks fit, with or without costs of the examination.
(6) If, on his examination, any such officer or person admits that he has in his possession any property belonging to the company, the1*[Tribunal] may order him to deliver to the provisional liquidator or, as the case may be, the liquidator, that property or any part thereof, at such time, in such manner and on such terms as to the1*[Tribunal] may seem just.
(7) Orders made under sub-sections (5) and (6 ) shall be executed in the same manner, as decrees for the payment of money or for the delivery of property under the Code of Civil Procedure, 1908 (5 of 1908) respectively.
(8) Any person making any payment or delivery in pursuance of an order made under sub-section (5) or sub-section (6) shall by such payment or delivery be, unless otherwise directed by such order, discharged from all liability whatsoever in respect of such debt or property.]
(1) When an order has been made for winding up a company by the 1*[Tribunal], and the Official Liquidator has made a report to the 1*[Tribunal] under this Act, stating that in his opinion a fraud has been committed by any person in the promotion or formation of the company, or by any officer of the company in relation to the company since its formation, the 1 [Tribunal] may, after considering the report, direct that that person or officer shall attend before the 1*[Tribunal] on a day appointed by it for that purpose, and be publicly examined as to the promotion or formation or the conduct of the business of the company, or as to his conduct and dealings as an officer thereof.
(2) The Official Liquidator shall take part in the examination, and for that purpose may, if specially authorized by the 1*[Tribunal] in that behalf, employ such legal assistance as may be sanctioned by the 1*[Tribunal].
(3) Any creditor or contributory may also take part in the examination either personally or by any 2 [chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 10GD]
(4) The 1*[Tribunal] may put such questions to the person examined as it thinks fit.
(5) The person examined shall be examined on oath, and shall answer all such questions as the 1 [Tribunal] may put, or allow to be put, to him.
(6) A person ordered to be examined under this section-
(a) Shall before his examination, be furnished at his own cost with a copy of the Official Liquidator's report; and
(b) May at his own cost employ an 2*[chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 10GD]who shall be at liberty to put to him such questions as the 1*[Tribunal] may deem just for the purpose of enabling him to explain or qualify any answers given by him.
(7) (a) If any such person applies to the 1*[Tribunal] to be exempted from any charges made or suggested against him it shall be the duty of the Official Liquidator to appear on the hearing of the application and call the attention to the 1*[Tribunal] to any matters which appear to the Official Liquidator to be relevant.
(b) If the 1*[Tribunal], after hearing any evidence given or witnesses called by the Official Liquidator, grants the application, the 1*[Tribunal] may allow the applicant such costs as it may think fit.
(8) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined: and may thereafter be used in evidence against him, and shall be open to the inspection of any creditor or contributory at all reasonable times.
(9) The Court may, if it thinks fit, adjourn the examination from time to time.
3*[(10) An examination under this section may, if the Tribunal so directs, be held before any person or authority authorised by the Tribunal.]
(11) The powers of the court under this section as to the conduct of the examination, but not as to costs, may be4*[exercised by the person or authority] before whom the examination is held in pursuance of sub-section (10).
At any time either before or after making a winding up order, the1*[Tribunal] may, on proof of probable cause for believing that a contributory is about to quit India or otherwise to abscond, or is about to remove or conceal any of his property, for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, cause-
(a) The contributory to be arrested and safely kept until such time as the1*[Tribunal] may order; and
(b) His books and papers and movable property to be seized and safety kept until such time as the1*[Tribunal] may order.
Any powers conferred on the Tribunal by this Act shall be in addition to, and not in derogation of, any existing powers of instituting proceedings against any contributory or debtor of the company, or the estate of any contributory or debtor, for the recovery of any call or other sums.
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