Companies Act Section 281 — Submission of report by Company Liquidator
CHAPTER XX WINDING UP
Commercial / Corporate
Summary
Sub-section (1) requires the Company Liquidator, after the Tribunal has ordered the winding up of a company or appointed the liquidator, to submit a report to the Tribunal within sixty days of that order. This report must contain specific details about the company's financial and legal position.
Under clause (a) of sub-section (1), the report must describe the nature and details of the company's assets, including their location and value. It must separately state any cash balance held in hand or in the bank, and any negotiable securities held by the company. The valuation of these assets must be obtained from registered valuers.
Under clause (b) of sub-section (1), the report must state the amount of capital that was issued, subscribed, and paid-up by the company.
Under clause (c) of sub-section (1), the report must list the company's existing and contingent liabilities, including the names, addresses, and occupations of its creditors. It must separately state the amount of secured and unsecured debts. For secured debts, it must give particulars of the securities provided, whether by the company or an officer of the company, their value, and the dates on which they were given.
Under clause (d) of sub-section (1), the report must list the debts owed to the company, along with the names, addresses, and occupations of the persons who owe these debts, and the amount likely to be realised from them.
Under clause (e) of sub-section (1), the report must include any guarantees extended by the company.
Under clause (f) of sub-section (1), the report must provide a list of contributories, any dues payable by them, and details of any unpaid calls on their shares.
Under clause (g) of sub-section (1), the report must include details of any trade marks and intellectual properties owned by the company.
Under clause (h) of sub-section (1), the report must include details of any subsisting contracts, joint ventures, and collaborations.
Under clause (i) of sub-section (1), the report must include details of any holding and subsidiary companies.
Under clause (j) of sub-section (1), the report must include details of any legal cases filed by or against the company.
Under clause (k) of sub-section (1), the report may include any other information that the Tribunal directs or that the Company Liquidator considers necessary to include.
Sub-section (2) requires the Company Liquidator to include in the report the manner in which the company was promoted or formed. It also requires the liquidator to state whether, in his opinion, any fraud has been committed by any person in the company's promotion or formation, or by any officer of the company in relation to the company since its formation. The liquidator may also include any other matters that he thinks are desirable to bring to the Tribunal's notice.
Sub-section (3) requires the Company Liquidator to also make a report on the viability of the company's business, or on the steps that, in his opinion, are necessary for maximising the value of the company's assets.
Sub-section (4) allows the Company Liquidator, if he thinks fit, to make any further report or reports in addition to the initial one.
Sub-section (5) gives any person who describes himself in writing as a creditor or a contributory of the company the right, either personally or through an agent, to inspect the report submitted under this section at all reasonable times. Such a person may also take copies of or extracts from the report, on payment of the prescribed fees.
Official Text
(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.