MEETINGS OF CREDITORS AND CONTRIBUTORIES (WINDING UP BY TRIBUNAL – VI)

[Mr. M. GOVINDARAJAN]

Meeting

The Company Liquidator shall convene a meeting of creditors and contributories, as ascertained from the books and documents, of the company within 30 days from the date of order of winding up for enabling the Tribunal to determine the persons who may be members of the advisory committee.

Summon for meetings

The Company Liquidator may summon meetings of the creditors or contributories, whenever he thinks fit, for the purpose of ascertaining their wishes. The Company Liquidator shall summon such meetings at such times, as the creditors or contributories, as the case may be, may, by resolution, direct, or whenever requested in writing to do so by not less than one-tenth in value of the creditors or contributories, as the case may be.  The Company Liquidator may summon meetings of the creditors or contributories, whenever he thinks fit, for the purpose of ascertaining their wishes. The Company Liquidator shall summon such meetings at such times, as the creditors or contributories, as the case may be, may, by resolution, direct, or whenever requested in writing to do so by not less than one-tenth in value of the creditors or contributories, as the case may be.

Any person aggrieved by any act or decision of the Company Liquidator may apply to the Tribunal, and the Tribunal may confirm, reverse or modify the act or decision complained of and make such further order as it thinks just and proper in the circumstances.

Notice of meeting

The Company Liquidator shall summon meetings of creditors and contributories by giving not less than 14 days ‘notice by sending individually to every creditor of the company a notice of the meeting of creditors, and to every contributory of the company a notice of the meeting of contributories, by sending notice by registered post or speed post or by electronic means so as to reach such person in not less than 14 days before the date fixed for the meeting:

Provided that where the number of creditors or contributories, as the case may be, exceeds 500, the Company Liquidator shall also give a 14 days’ notice of the time and place appointed for the meeting by advertisement in one daily newspaper in the English language and one daily newspaper in the principal regional language circulating in the State or Union territory concerned.

The notice to each creditor shall be sent to the address given in his proof or, if he has not so proved, to the address given in the statement of affairs, or, to the address given in the books of the company, or to such other address as may be known to the person summoning the meeting. The notice to each contributory shall be sent to the address mentioned in the books of the company as the address of such contributory or to such other address as may be known to the person summoning the meeting.

The notices shall be in Forms WIN 25 to 29 as may be applicable.

Notice to officers of the company

The Company Liquidator shall also send notices to the officers of the company, who in the opinion of the Company Liquidator ought to attend the meeting in Form No. WIN 30 indicating the place and time of the meeting within 14 days prior to the conduct of the meeting. Such officers shall attend the meeting as stipulated in the notice.

The Officers of the Company shall furnish the information or data on the directions of the Company Liquidator in writing for the purposes of this meeting.

If any officer of the Company fails to attend the meeting or fails to furnish the information as required by the Company Liquidator, the Liquidator may report the same to the Tribunal. The Tribunal may issue such directions to the said officers of the company.

Non receipt of notice

Where a meeting of creditors or contributories is summoned by notice, the proceedings and resolution at the meeting shall, unless the Tribunal otherwise orders, be valid notwithstanding that some creditors or contributories may not have received the notice sent to them.

Place and time of meeting

Every meeting of the creditors and contributories shall be held at such place and time as the Company Liquidator considers convenient for the majority of the creditors or contributories or both and different times or places or both may, if thought fit, be appointed for the meeting of the creditors or contributories or both.

Chairman of meeting

The Company Liquidator or some person nominated by him shall be the Chairman of the meeting. The nomination of the Chairman shall be in Form WIN 32.

Quorum

The quorum for the meeting of creditors and for the meeting of the contributories is three who are entitled to vote. If, within half an hour from the time appointed for the meeting, a quorum of creditors or contributories is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place. If at such adjourned meeting, the quorum is not present, at least two creditors or contributories present in person shall form the quorum and may transact the business for which the meeting was convened.

If at least two contributories or two creditors are present in the adjourned meeting the Chairman shall submit his report to the Tribunal for its orders.

Proxies

A creditor or contributory may give a general proxy or a special proxy to any person, and a general proxy shall be in Form WIN 35 and a special proxy in Form WIN 36.  A proxy shall be lodged not later than 48 hours before the meeting at which it is to be used, with the Company Liquidator in a winding up by the Tribunal. A minor shall not be appointed as proxy.

A creditor or contributory in a winding up by the Tribunal may appoint the Company Liquidator or if there is no such liquidator, the chairman of the meeting, to act as his general or special proxy. If a Company Liquidator who holds any proxies cannot attend the meeting, he may in writing depute some person under his official control to use the proxies on his behalf and in such manner as he may direct. The proxy shall not vote in any resolution which would directly or indirectly to receive any remuneration out of the assets of the company otherwise than as a creditor ratably with the other creditors of the company.

Eligibility to vote for creditors

A person will not be entitled to vote as a creditor or contributory in  meeting unless the creditor has duly lodged with the Company Liquidator not later than the time mentioned in the notice convening the meeting, a proof of the debt which he claims to be due to him from the company and in the case of other meeting of creditors, a person shall not be entitled to vote as a creditor unless he has lodged with the Company Liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held.

Resolutions

In the said meeting resolutions may be passed by creditors as well as contributories.  

At a meeting of creditors, a resolution shall be deemed to be passed, when a majority in value of the creditors present personally or by proxy and voting on the resolution have voted in favor of the resolution. The value of a creditor, shall, for the purposes of a first meeting of the creditors meeting be deemed to be the value as shown in the books of the company, or the amount mentioned in his proof, whichever is less and for the purposes of any other meeting, the value for which the creditor has proved his debt or claim.

At a meeting of the contributories, a resolution shall be deemed to be passed when a majority in value of the contributories present personally or by proxy and voting on the resolution have voted in favor of the resolution. The value of the contributories shall be determined according to the number of votes to which each contributory is entitled as a member of the company under the provisions of the Act, or the articles of the company, as the case may be.

The copies of the resolutions passed in the said meeting shall be filed with the Registrar of Companies by the Company Liquidator.

Adjournments

The chairman of the meeting may, with the consent of the creditors or contributories present in the meeting adjourn it from time to time. The adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the Tribunal otherwise orders.

Minutes of meeting

The Chairman of the meeting shall record the minutes of the meeting in the minutes book within 30 days duly signed by the Chairman. A list of creditors and contributories present at every meeting shall be made and kept in Form WIN 33.

Report to tribunal

The Company Liquidator shall, within seven days of the conclusion of the meeting, report the result thereof to the Tribunal in Form No. WIN 34.