Section 277 of Companies Act, 2013 – Intimation to Company Liquidator, provisional liquidator and Registrar

SECTION 277. INTIMATION TO COMPANY LIQUIDATOR,
PROVISIONAL LIQUIDATOR AND REGISTRAR

[Effective from 15th December, 2016]

(1) Where the Tribunal makes an order for appointment of provisional liquidator or for the winding up of a company, it shall, within a period not exceeding seven days from the date of passing of the order, cause intimation thereof to be sent to the Company Liquidator or provisional liquidator, as the case may be, and the Registrar.

(2) On receipt of the copy of order of appointment of provisional liquidator or winding up order, the Registrar shall make an endorsement to that effect in his records relating to the company and notify in the Official Gazette that such an order has been made and in the case of a listed company, the Registrar shall intimate about such appointment or order, as the case may be, to the stock exchange or exchanges where the securities of the company are listed.

(3) The winding up order shall be deemed to be a notice of discharge to the officers, employees and workmen of the company, except when the business of the company is continued.

(4) Within three weeks from the date of passing of winding up order, the Company Liquidator shall make an application to the Tribunal for constitution of a winding up committee to assist and monitor the progress of liquidation proceedings by the Company Liquidator in carrying out the function as provided in sub-section (5) and such winding up committee shall comprise of the following persons, namely:—

(i)   Official Liquidator attached to the Tribunal;

(ii)   nominee of secured creditors; and

(iii)   a professional nominated by the Tribunal.

(5) The Company Liquidator shall be the convener of the meetings of the winding up committee which shall assist and monitor the liquidation proceedings in following areas of liquidation functions, namely:—

(i)   taking over assets;

(ii)   examination of the statement of affairs;

(iii)   recovery of property, cash or any other assets of the company including benefits derived therefrom;

(iv)   review of audit reports and accounts of the company;

(v)   sale of assets;

(vi)   finalisation of list of creditors and contributories;

(vii)   compromise, abandonment and settlement of claims;

(viii)   payment of dividends, if any; and

(ix)   any other function, as the Tribunal may direct from time to time.

(6) The Company Liquidator shall place before the Tribunal a report along with minutes of the meetings of the committee on monthly basis duly signed by the members present in the meeting for consideration till the final report for dissolution of the company is submitted before the Tribunal.

(7) The Company Liquidator shall prepare the draft final report for consideration and approval of the winding up committee.

(8) The final report so approved by the winding up committee shall be submitted by the Company Liquidator before the Tribunal for passing of a dissolution order in respect of the company.

Applicable Rules

Companies (Winding Up) Rules, 2020

[Effective from 1st April, 2020]

WINDING UP ORDER

Rule 17. Order to be sent to liquidator and form of order.— (1) For the purposes of sub section (1) of section 277, the order for winding up shall be in Form WIN 11 with such variations as may be necessary and the order for winding-up shall be sent by the Registrar after it is signed and sealed within a period not exceeding seven days from the date of receipt of the order by the Registrar, to the Company Liquidator and the Registrar of Companies in Form WIN 12 and Form WIN 13, and the copy of the order sent to Company Liquidator shall be accompanied by a copy of the petition and the affidavit, if any, filed in support thereof if not already sent at the time of appointment of the provisional liquidator.

(2) The Company Liquidator shall cause a sealed copy of the order to be served upon the company in accordance with the provisions of section 20, at its registered office or if there is no registered office, at its principal or last known principal place of business, or upon such other person or persons or in such manner as the Tribunal may direct.

(3) A copy of the order made by the Tribunal shall also be filed by the liquidator within thirty days of the receipt with the Registrar of Companies in form INC-28 of the Companies (Incorporation) Rules, 2014.

Rule 18. Contents of winding up order.—An order for winding up a company shall inter-alia contain that it will be the duty of such of the persons as are liable to submit the books of account of the company completed and audited upto the date of the order, to attend on the Company Liquidator at required time and place and give him all the information, and it will be the duty of every person who is in possession of any property, books or papers, cash or any other assets of the company, including the benefits derived therefrom, to surrender forthwith such property, books or papers, cash or other assets and the benefits so derived , as the case may be, to the Company Liquidator.

Rule 19. Directions on making winding up order.—At the time of making the winding up order, or at any time thereafter, the Tribunal shall give directions to the petitioner 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.

Rule 20. Advertisement of order.—Save as otherwise ordered by the Tribunal, the order for the winding up of a company by the Tribunal shall, within fourteen days of the date of the order, be advertised by the petitioner in a newspaper in the English language and a newspaper in vernacular language widely circulating in the State or the Union territory where the registered office of the company is situated and shall be served by the petitioner upon such person, if any, and in such manner as the Tribunal may direct, and the advertisement shall be in Form WIN 14.

Rule 21. Declaration by Company Liquidator.—The declaration by the Company Liquidator regarding disclosing conflict of interest or lack of independence, if any, in respect of his appointment as Company Liquidator as referred to in sub-section (6) of section 275 shall be filed in Form WIN 10 with the Tribunal

Rule 22. Company Liquidator to take charge of assets and books and papers of company.—(1) On a winding up order being made, the Company Liquidator shall, forthwith take into his custody or under his control all the properties and effects, actionable claims and the books and papers of the company, and it shall be the duty of all persons having custody of any of the properties, books and papers, cash or any other assets of the company, to deliver possession thereof to the Company Liquidator.

(2) Where the company, its promoters, its key managerial personnel or any other person required to cooperate with the liquidator does not so cooperate, the liquidator may make an application to the Tribunal for an appropriate order.

(3) The Tribunal, on receiving an application under sub-rule (2), shall by an order, direct such promoters, key managerial personnel or other person (including contractual counter party, supplier, service provider or auditor)—

(a) to provide the information requested by the liquidator; and

(b) to comply with the instructions of the liquidator and to cooperate with him in collection of information and taking custody of the assets, properties and books of accounts.

Rule 23. Form of proceedings after winding up order is made.—After a winding up order is made or a provisional liquidator is appointed, 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’ or ‘in provisional liquidation’ as the case may be, shall appear in brackets.