• sharmaniha1999

Section 281 & 282 Of Companies Act, 2013

Updated: Jun 23


Introduction

Winding up is a method to put a company to an end. It is a process where the life of a company comes to an end and its property is administered for the benefit of its creditors and its members. The Company Liquidator's preliminary report is a critical step in the winding-up process. The information provided by the liquidator will help in assessing the financial situation of the company in liquidation by taking inventory of its assets, liabilities, and contributories, determining the time limit for winding up, and determining how the company's assets will be sold.


Section 281: Submission of Report by Company Liquidator

Within 60 days of receiving the winding-up order, the company liquidator must file a preliminary report with the Tribunal as to:

  1. The nature and details of the company's assets, including their location and value, including the cash balance on hand and in the bank, as well as the company's negotiable securities. The assets must be valued by registered valuers for this purpose.

  2. The total amount of capital that has been issued, subscribed to, and paid up.

  3. The company's current and contingent liabilities, including the names, addresses, and occupations of its creditors, as well as the amounts of secured and unsecured debts, are listed separately. Details of the securities given, whether by the company or an officer thereof, their value, and the dates on which they were given, in the case of secured debts.

  4. The amount likely to be recovered on account of the company's debts, as well as the names, addresses, and occupations of the people who owe them to the company.

  5. Guarantees extended by the company.

  6. List of the Contributories.

  7. Details of Trademarks and such properties.

  8. Details of Collaboration (joint ventures/ contracts).

  9. Details of holding and subsidiary companies.

  10. Details of legal cases filed by or against the company.

  11. Any other information that the Tribunal or the liquidator of the company deems necessary to include.

Desirable information like:

  • The manner in which the company was promoted or formed,

  • Whether any fraud committed by any person in its promotion or formation or, Whether any fraud committed by an officer of the company which in the opinion of the company liquidator is desirable to bring to the notice of Tribunal.

  • Report of the viability of business of the company and necessary steps for maximizing the value of assets of the company.

Any other report that CL may think fits.


Inspector Report

  • Creditor or contributory of the company (who declares this in writing)

  • Shall be entitled by himself or by his agents

  • to inspect reports or take copies on payment of fees

  • at all reasonable times.

Section 282: Directions of Tribunal on Report of Company Liquidator

  1. The fixed time limit within which entire proceedings shall be completed and the company be dissolved. (Revision of time limit- It can be revised at any stage of proceeding after hearing CL, creditor or contributory, or any other interested person).

  2. Order to Tribunal- Tribunal may order the Sale of the company as a going concern or its assets or part thereof. Tribunal may appoint a sales committee comprising of creditors, promotors, and officers of the company to assist CL in sales.

  3. Tribunal may order Investigation u/s 210 & on consideration of the report of such investigation may give directions to file a criminal complaint against the person involved in fraud.

  4. Tribunal may order such steps and measures to protect, preserve or enhance the value of assets of the company.

  5. Any other order.


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