Section 281 of Companies Act, 2013 – Submission of report by Company Liquidator

SECTION 281. SUBMISSION OF REPORT BY COMPANY LIQUIDATOR

[Effective from 15th December, 2016]

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

(a)   the nature and details of the assets of the company including their location and value, stating separately the cash balance in hand and in the bank, if any, and the negotiable securities, if any, held by the company:

Provided that the valuation of the assets shall be obtained from registered valuers for this purpose;

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

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

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

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

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

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

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

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

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

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

(2) The Company Liquidator shall include in his report the manner in which the company was promoted or formed and whether in his opinion any fraud has been committed by any person in its promotion or formation or by any officer of the company in relation to the company since the formation thereof and any other matters which, in his opinion, it is desirable to bring to the notice of the Tribunal.

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

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

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

Applicable Rules

Companies (Winding Up) Rules, 2020

[Effective from 1st April, 2020]

REPORTS BY COMPANY LIQUIDATOR UNDER SECTION 281

Rule 25. Report by Company Liquidator.—(1) The report to be submitted by the Company Liquidator under subsection (1) of section 281 shall be in Form WIN 16 with such variations as may be necessary and the Company Liquidator may make further report or reports, if he thinks fit, according to the provisions of sub-section (4) of the said section.

(2) It shall be the duty of the promoters, directors, officers, employees and every person who has made or concurred in making of the statement of affairs, if and when required, to attend on the Company Liquidator and answer all such questions as may be put to him, give all such further information as may be required from him, and provide such assistance as may be required by the Company Liquidator.

(3) The Tribunal shall, within seven days from the receipt of such report, fix a date for the consideration thereof by the Tribunal and notify the date on the notice board of the Tribunal and to the Company Liquidator.

Rule 26. Inspection of statement of affairs and report.—Every creditor or contributory, by himself, or by his agent, shall be entitled to inspect the statement of affairs submitted under sub-section (4) of section 272 or sub-section (1) of section 274 and the report of the Company Liquidator submitted under sub-rule (1) of rule 25, on payment of a fee of one thousand rupees and to obtain copies thereof or extracts therefrom on payment of a fee of five rupees per page.

Rule 27. Consideration of report by Tribunal.—The consideration of the report made by the Company Liquidator pursuant to section 281, shall be placed before the Tribunal, and the Company Liquidator shall personally or by authorised representative attend the consideration of the said report and give the Tribunal any further information or explanation with reference to the matters contained therein which the Tribunal may require and on consideration of the aforesaid report, the Tribunal may pass such orders and give such directions as it may think fit.

Rule 28. Provisional list of contributories.—(1) Unless the Tribunal dispenses with the settlement of a list of contributories, the Company Liquidator shall prepare and file in the Tribunal not later than twenty-one days after the date of the winding up order 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, as required under sub-section (1) of section 281, and the list shall be in Form WIN 17.

Rule 29. Notice to be given of date of settlement.—(1) Upon the filing of the provisional list of contributories mentioned in rule 28, the Company Liquidator shall obtain a date from the Tribunal for settlement of the list of contributories and shall give notice of the date appointed to every person included in such list, stating in such notice in what character and for what number of shares or extent of interest such person is included in the list, the amount called up and the amount paid up in respect of such shares or interest, and informing such person by such notice that if he intends to object to his being settled as a contributory in such character and for such number of shares or interest as mentioned in the list, he should file in Tribunal his affidavit in support of his contention and serve a copy of the same on the Company Liquidator not less than two days before the date fixed for the settlement, and appear before Tribunal on the date appointed for the settlement in person or by authorised representative and such notice shall be in Form WIN 18 , and shall be sent in the mode set out in section 20 so that it reaches the contributories not less than fourteen days before the date fixed for the settlement.

(2) The person who posted the notice shall swear by an affidavit in Form WIN 19 relating to the dispatch thereof, and file the same in the Tribunal not later than two days before the date fixed for the settlement of the list.