Section 294 of Companies Act, 2013 – Audit of Company Liquidator’s accounts

SECTION 294. AUDIT OF COMPANY LIQUIDATOR’S ACCOUNTS

[Effective from 15th December, 2016]

(1) The Company Liquidator shall maintain proper and regular books of account including accounts of receipts and payments made by him in such form and manner as may be prescribed.

(2) The Company 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 Tribunal an account of the receipts and payments as such liquidator in the prescribed form in duplicate, which shall be verified by a declaration in such form and manner as may be prescribed.

(3) The Tribunal shall cause the accounts to be audited in such manner as it thinks fit, and for the purpose of the audit, the Company Liquidator shall furnish to the Tribunal with such vouchers and information as the Tribunal may require, and the Tribunal may, at any time, require the production of, and inspect, any books of account kept by the Company Liquidator.

(4) When the accounts of the company have been audited, one copy thereof shall be filed by the Company Liquidator with the Tribunal, and the other copy shall be delivered to the Registrar which shall be open to inspection by any creditor, contributory or person interested.

(5) Where an account referred to in sub-section (4) relates to a Government company, the Company 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.

(6) The Company Liquidator shall cause the accounts when audited, or a summary thereof, to be printed, and shall send a printed copy of the accounts or summary thereof by post to every creditor and every contributory:

Provided that the Tribunal may dispense with the compliance of the provisions of this sub-section in any case it deems fit.

Applicable Rules

Companies (Winding Up) Rules, 2020

[Effective from 1st April, 2020]

FILING AND AUDIT OF COMPANY LIQUIDATOR’S ACCOUNT

Rule 91. Half-yearly accounts to be filed.—For the purposes of sub-section (2) of section 294, unless otherwise ordered by the Tribunal, the Company Liquidator shall file his accounts to Tribunal twice a year and such accounts shall be made up to the 31st of March and 30th of September every year, the account for the period ending 31st March being filed not later than the 30th of June following, and account for the period ending 30th September, not later than the 31st of December following:

Provided that the final accounts of the Company Liquidator shall be filed as soon as the affairs of the company have been fully wound up, irrespective of the period specified above:

Provided further that the Tribunal may permit the Company Liquidator to straight away forward completed accounts of the company in liquidation in respect of relevant period to the auditor for the purpose of audit in Form WIN 42 requesting that the accounts may be audited, and the certificate of audit shall be submitted to the Tribunal not later than one month from the date of receipt of the copy of the accounts as required under subsection (3) of section 294:

Provided also that the accounts need not be got audited where the transaction during the period is for ten thousand rupees or less.

Rule 92. Form of account.—The account shall be a statement of receipts and payments in Form WIN 39 and shall be prepared in accordance with the instructions contained in the said form and three copies thereof shall be filed, and the account shall be verified by an affidavit of the Company Liquidator in Form WIN 40 and the final account shall be in Form WIN 41.

Rule 93. Nil account.—Where the Company 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.

Rule 94. Registry to send copy of account to auditor.—As soon as the accounts are filed, the Registry shall forward to the auditor one copy thereof for purposes of audit with a requisition in Form WIN 42 requesting that the accounts may be audited and a certificate of audit be submitted to the Tribunal not later than one month from the date of receipt of the copy of the account as required under sub-section (3) of section 294:

Provided that the accounts need not be got audited where the total transaction during the period is for ten thousand rupees or less.

Rule 95. Audit of Company Liquidator’s accounts.—The accounts shall be preferably audited by one or more Chartered Accountants appointed by the Tribunal from out of the panel to be maintained by the Tribunal, the audit shall be a complete check of the accounts of the Company Liquidator and the Company Liquidator shall produce before the auditor all his books and vouchers for the purposes of the audit, and shall give the auditor all such explanations, information and assistance as may be required of him in respect of the accounts.

Rule 96. Audit certificate to be filed.—After the audit of the accounts of the Company Liquidator filed in Tribunal, the auditor shall forward to the Registry a certificate of audit relating to the account with his observations and comments, if any, on the account, together with a copy thereof and shall forward another copy to the Company Liquidator, and the Company Liquidator shall file copy of the audit certificate together with a copy of audited accounts with the Registrar of Companies and the Registry shall file the original audit certificate with the records of the Tribunal.

Rule 97. Audit fees.— The audit fees shall be fixed by the Tribunal from time to time having regard to the nature and complexity of the case .

Rule 98. Inspection of account and certificate of audit.—Any creditor or contributory shall be entitled to inspect the accounts and the auditor’s certificate in the office of the Tribunal on payment of fees of one hundred rupees and to obtain a copy thereof on payment of the charges at the rate of five rupees per page.

Rule 99. Account and auditor’s report to be placed before Tribunal.—Upon the audit of the account, the Registry shall place the statement of account and the auditor’s certificate before the Tribunal for its consideration and orders.