Voluntary winding up ‑ Provisions applicable to members’ winding up ‑ Final meeting and dissolution ‑ Provisions of the sections explained - Companies Law - Circular : No. 24/76

Circular : No. 24/76 [1/1/76 ‑ CL ‑ V and 52/9/68 ‑ CL ‑ III], dated 13 ‑ 8 ‑ 1976. Subject:- Voluntary winding up ‑ Provisions applicable to members winding up ‑ Final meeting and dissolution ‑ Provisions of the sections explained In the context of certain queries raised by the Regional Directors, Company Law Board, Madras on the aforesaid matter it has been decided as follows : 1. In cases where any voluntary liquidator expresses inability to produce books of account, etc., for scrutiny of official liquidator on the plea that they have been lost/destroyed in flood, fire or accident, official liquidator may get the matter verified to the extent possible and submit a report to the court on the affairs of the company after scrutiny of the papers made available to him and the records available with the Registrar of Companies concerned on the affairs of the company and taking into considerations complaint, if any, received by him with regard to the conduct of the liquidation of the company. 2. While it may be apparently superfluous for the official liquidator in being required to submit a report to the court under the provisions of sections 497(6) and 509(6) in cases where he was acting as voluntary liquidator under section 515, a factual report may be submitted to the court about the conclusion of winding up to meet the legal requirements involved taking into account all relevant factors involved. 3. There is no objection to the transporting of books of account, etc., of the voluntary liquidator to the office of the official liquidator, incurring expenditure therefor, from the general grants allowed to official liquidator concerned in cases in which the official liquidator is satisfied that voluntary liquidator has no funds to produce the books for scrutiny of official liquidator and wherein such a course is considered to be more economical and convenient than having the books of account, etc., scrutinized by the Accounts Officer/Inspecting Officer attached to the Regional Office as laid down in para 2(ii) of this Board s Circular Letter of even number dated December 1, 1969. 4. There is no incongruity in the provisions of sections 497(6A) and 509(6A) requiring the court to direct the official liquidator for making a further investigation into the affairs of a company about which he makes a report to the court that the affairs thereof have been conducted in a manner prejudicial to the interests of its members or to public interest since such a report made is only a prima facie finding and not a detailed investigation.