. The Concept: Liquidator and Provisional Manager . Panel of Liquidators and Provisional Managers . Restrictions . Declaration and Security E . Provisional manager may be appointed. as official liquidator . More than one liquidators . Appointment of person not named in the panel . Quit/resign and casual vacancyLeer ee eeu oe Liquidator: A person appointed to carry out the winding up of a company is called liquidator. Official liquidator: Ifthe winding up is through Court, the term used for such person is offical liquidator Duties: we G The duties of liquidator include to get Wand realise’the property of the company, to Pay its debtsYand to distribute’the surplus (if any) among the members. Q The official liquidator acts under thé supervision of the Court, through a recognized reporting system. ‘Appointment of Provisional Manage ‘The Court may appoint a provisional manager of the company till the making of a winding up order. Duties " 7 . ie i The main function of a provisional manager is the preservation’ and control of the affairs and assets of the company pending the hearing of the winding up applicationneed een herein eae! ‘Appointment to be made from panel of persons #7, # For che! puttposa\of ‘ve wiinlngiuip 'of contpeaiies:Iby xher colit’ edie :commniissiohr shail fmalnealn a panel of persons from whorn he coure shall appolne a provisional Manager or official Uduldavor of @ company ordered to be OUR up. The Commission may of its own, remov the name of any person from the above panel on the grounds of misconduet, fraud, misfeasanee (wrong use of authority), breach of duties or professional incompetence after giving him a reasonable opportunity of being heard. —| Experience a a The panel shall consist of persons having at least 10 years’ experience in the field of accounting, finance”or law“and as may be specified by the Commission such other persons, having at least 10 years’ professianal experience. = Conduct and compliance requirement The person appointed on the panel shall be subject to such code of conduct and comply with the requirement of any professional accreditation programs as may be specified by the Commission,Kampus Number of appointments —= 3 companies at one point of time Innovate Powers of provisional Manager Where a provisional manager is appointed by the Court, the Court may limit and restrict his powers by the order appointing him or byya subsequent order, — but otherwise he shall have the same powers as a liquidator. Example: Yasir was appointed provisional manager till the winding up order or otherwise of XYZ Limited is decided by the court. The Court did pot mention any restriction or limitations on his power in the order. Yasir shall have same powers as liquidator. [Aipointmentor onicial|iquidator(s15] NNN Recut nuPree eeu seas Declaration to be filed G Requirement: Declaration on specified form to be filed by official liquidator or provisional manager Q Declaration about: disclosing conflict of interest“6r lack of independencé in respect of his appointment. Filed with: The court a a Time limit: within 7 days from the date of appointment. Subsequent conflict or lack of independence: Such obligation shall continue throughout ‘the term of his appointment, —— Security to be given by the liquidator The Court may determine whether any, and what, security is to be given by any official liquidator on his appointment.eu aud eee eee ete While passing a wi up order, the Court may appoint a provisional manager, if any, as the offical liduidator for the conduct of the proceedings for the winding up of the company.eiekoukeie ee if more than one persons are appointed to the office of official liquidator, the Court shall declare whether any act by the Act required or authorised to be done by the official liquidator is to be done by all or any one or more of such persons. Sa’ In case of any dispute or any varying stance amongst the liquidators, the matter shall be referred to the Court for dn appropriate order in chambers in the presence of the parties concerned. —the issued share-capital of the company being wound up are due, after notice to the reals POR aorone a @ person whose name does not appear on the panel maintained for the purpose, to be the official liquidator. Bx Example: x The creditors (who are owed Rs. 970 million) of XVZ Limited (issued share capital of Rs. 1,20million) filed a petition for winding up. They requested Zameer to be appointed as official liquidator but his name is not on the panel of provisional managers and liquidators maintained by the Commission The Court may appoint Zameer as official liquidator as creditors are owed 819% (more than 60%) of the amount of issued share capital of XYZ Limited,renter | ‘Aa official lguidator” shall” nog resign er aut Wis offies before conclusion” of the liquidation proceedings except far reasons of personal disability to the savistaction of the aie Any casual vacancy in the office of an official liquidator occurred due to his death, removal or resignation, shall be filled up by the Court by the appointment of another person from the panel maintained. pact However, in case of resignation, the outgoing official liquidator shall, unless the Court directs otherwise, continue to act until the person appointed in his place takes charge. eT oy ard