THE COMPANIES ORDINANCE, 1972

Supplementary provisions as to winding up

293. A body corporate shall not be qualified for appointment as liquidator of a company, whether in a winding up by the court or in a voluntary winding up, and—

(a)   any appointment made in contravention of this provision shall be void ; and

(b)   any body corporate which acts as liquidator of a company shall be liable to a fine not exceeding ten thousand rupees.

294.—(1) If any liquidator who has made any default in filing, delivering or making any return, account or other document, or in giving any notice which he is by law required to file, deliver, make or give, fails to make good the default within fourteen days after the service on him of a notice requiring him to do so, the court may, on an application made to the court by any shareholder, contributory, creditor or debenture holder of the company or by the Registrar, make an order directing the liquidator to make good the default within such time as may be specified in the order.

(2)  Any such order may provide that all costs of and incidental to the application shall be borne by the liquidator.

(3)  Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties on a liquidator in respect of any such default as aforesaid.

295.—(1) Where a company is being wound up, whether by the court or voluntarily, every invoice, order for goods or business letter issued by or on behalf of the company or a liquidator of the company, or a receiver or manager of the property of the company, being a document on or in which the name of the company appears, shall contain a statement that the company is being wound up.

(2) If default is made in complying with this section, the company and every director, secretary or other officer of the company, and every liquidator of the company and every receiver or manager for debenture holders, who knowingly and wilfully authorises or permits the default, shall be liable to a fine of one thousand rupees.

296. In the case of a winding up by the court of a company, or of a creditors' voluntary winding up of a company—

(a)   every instrument of transfer or disposition and every hypothecation, mortgage or charge of any assets of the company which, after the execution thereof, is or remains part of the assets of the company; and

(b)   every power of attorney, proxy, appointment, writ, order, certificate, affidavit, bond, obligation or other instrument or writing (whether in the form of a notarial deed or not) relating solely to the assets of any company which is being so wound up, or to any proceeding under any such Winding up ; shall be exempt from duties chargeable under any enactment relating to stamp duties and from nil amounts which would otherwise be payable in respect thereof under the Mortgage and Registration Ordinance, and they shall be registered thereunder (where necessary) without any charge being made.

297. Where a company is being wound up, all books and papers of the company and of the liquidators shall, as between the shareholders and contributories of the company, be prima facie evidence of the truth of all matters purporting to be therein recorded.

298.—(1) When a company has been wound up and is about to be dissolved, the books and papers of the company and of the liquidators may be disposed of as follows, that is to say : —

(a)   in the case of a winding up by the court in such way as the court directs ;

(b)   in the case of a members' voluntary winding up, in such way as a general meeting of the company by ordinary resolution directs, and, in the case of a creditors' voluntary winding up, in such way as the committee of inspection or, if there is no such committee, as a meeting of the creditors of the company by resolution, may direct.

(2)  After five years from the dissolution of the company no responsibility shall rest on the company, the liquidators, or any person to whom the custody of the books and papers has been committed, by reason of any book or paper not being forthcoming to any person claiming to be interested therein.

(3)  Provision may be made by regulations for enabling the court to prevent, for such period (not exceeding five years from the dissolution of the company) as the court thinks proper, the destruction of the books and papers of a company which has been wound up, and for enabling any shareholder, contributory, creditor or debenture holder of the company to make representations in respect thereof fo the court.

(4) If any person acts in contravention of any regulations made for the purposes of this section or of any direction of the court thereunder, he shall be liable to a fine of one thousand rupees.

299.—(1) If, where a company is being wound up, the winding up is not concluded within one year after its commencement, the liquidator shall, at such intervals as may be prescribed, until the winding up is concluded, send to the Registrar a statement in the prescribed form and containing the prescribed, particulars with respect to the proceedings in and position of the liquidation.

(2)  Any person stating himself in writing to be a shareholder, contributory, creditor or debenture holder of the company shall be entitled, by himself or by his agent, at all reasonable times, on payment of the prescribed fee, to inspect the statement, and to receive a copy thereof or extract therefrom.

(3)  If a liquidator fails to comply with this section, he slvdl be li/ible to a fine of one hundred rupees for each day during which the default continues.

300.—(1) If it appears either from any statement sent to the Registrar under section 299 or otherwise that a liquidator has in his possession or under his control any money representing unclaimed or undistributed assets of the company which have remained unclaimed or undistributed for six months after the date of their receipts, the liquidator shall forthwUh pay the said money into court, and shall be entitled to the prescribed certificate of receipt for the money so paid, and that certificate shall be an effectual discharge to him in respect thereof.

(2) Any person claiming to be entitled to any money paid into court in pursuance of this section may apply to the court for payment thereof, and the court may, on a certificate by the liquidator that the person claiming is entitled, make an order for the payment to that person of the sum due.