The Companies’ (Court) Rules, 1997
[Gazette of Pakistan
S.R.O. 187 (I)/97.--- 1n exercise of the powers conferred by section 438 of the Companies Ordinance, 1984 (XLVII of 1984), and of all powers enabling it in that behalf, and in pursuance of the advice of the Supreme Court of Pakistan to do so, the Federal Government, in consultation with the High Courts, is pleased to make the following rules, namely:---
PART I
GENERAL
1. Short title and commencement. ---(I) These rules may be called the Companies (Court) Rules, 1997.
(2) They shall come into force at once.
2. Definitions. ---(I) In these rules unless there is anything repugnant in the subject or context,--
(a). ‘advocate’ means, an advocate defined in the Legal Practitioners and Bar Council Act, 1973 (XXXV of 1973);
(b) ‘Authority’ means the Corporate Law Authority established under the Ordinance;
(c) ‘Code’ means the Code of Civil Procedure, 1908 (V of 1908);
(d) ‘Court’ means the Court having jurisdiction under the Ordinance;
(e) ‘Judge’ means in the High Court the Judge for the time being exercising the jurisdiction of the High Court under, the Ordinance, and in the District Court, the Judge of the Court exercising jurisdiction under the Ordinance;
(f) ‘Ordinance’ means the Companies Ordinance, 1984 (XLVII of 1984);
(g) ‘prescribed’ means prescribed by these Rules; and ‘prescribed charges’ and ‘prescribed fees’ mean charges or fees specified in these Rules and where these are not so specified, prescribed by the rules of the Court in respect of analogous matter in its other proceedings;
‘Registrar’ means the Registrar of the High Court and such other officer as may be authorised by the Chief Justice to perform all or any of the duties assigned to the Registrar under these Rules;
(i) ‘Registrar of companies’ means the Registrar as defined in the Ordinance;
(j) ‘sealed’ means sealed with the seal of the Court;
(k) ‘section’ means a section of the Ordinance; and
(l) ‘State Bank’ means the State Bank of Pakistan established under the State Bank of Pakistan Act, 1956 (XXXIII of 1956) and includes its branches and agencies.
(2) All other terms and expressions used but not defined in the rules shall have the same meaning as assigned to them in the Ordinance, or the General Clauses Act, 1897 (X of 1897), as the case may be.
3. Inherent powers of Court. ---Nothing in these Rules shall be deemed to limit or otherwise affect the inherent powers of the Court to give such direction or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the Court.
4. General Heading. ---(1) The following shall be used as general heading in all matters including all advertisements, notices and other proceedings to .which the provisions of these rules apply:---
In the……….[ ] Court. } (Name of the Court [ ] Shall be inserted here) Original Jurisdiction
Company Application No………..of 19……
In the matter of the Companies Ordinance, 1984.
And
Of……………….Limited having (name and address of registered office of the its registered office at…………….. company shall be inserted here)
Name(s) of the petitioners)/applicant(s) Petitioners/Applicants.
Versus
Name of the respondents, if any Respondent.
Petition/Application under section………of the Companies Ordinance, 1984.
(2) Where so required, the words “and Reduced” or “In (mode of) Liquidation” shall be inserted in brackets after the name of the company.
5. Petitions generally. ---(I) All applications under the Ordinance, except interlocutory applications, shall be made by petition in. the manner herein appearing.
(2) All petitions, applications, written statements, affidavits and other proceedings presented to the Court shall be fairly and legibly written, typewritten. cyclostyled or printed on one side of standard petition paper of foolscap size with an inch and a quarter margin and at least an inch and half blank space left at the top and bottom of each sheet and separate sheets shall be stitched together, and shall be dated, divided into separate paragraphs which shall be numbered consecutively and signed by the petitioner, applicant or other authorised person.
(3) Numbers and dates shall be expressed in figures, and where dates given are not according to the English calendar, the corresponding English dates shall also be given.
6. Language of proceedings. ---Every petition, application, written statement, affidavit or other proceeding shall be in the language of the Court, and except in so far as the Court may otherwise order, no document in a language other than English or Urdu shall be accepted for use in any proceeding unless accompanied by an attested translation in either of these languages in accordance with the rules and practice of the Court and is certified to be a true copy.
7. Practice and procedure of the Court and provisions of the Code to apply. ---(I) Save as provided by the Ordinance or by these Rules, the practice and procedure of the Court and provisions of the Code so far as applicable shall apply to all proceedings under the Ordinance and these rules.
(2) The Judge or the Registrar, as the case may be, may decline to accept any document which is presented otherwise than in accordance with these Rules or the practice and procedure of the Court.
8. Power of Court to enlarge or abridge time. ---The Court may, in any case in which it shall deem fit, extend or abridge the time appointed by these rules or fixed by an order of the Court for doing any act or taking any proceeding, upon such terms and conditions as the interest of justice, may require, and any such extension or abridgement may be ordered although the application for the same is not made.
9. Computation of time. ---(1) Where any particular number of days not expressed to be clear days is prescribed, the same shall be reckoned exclusively of the first day and inclusively of the last day, unless the last day shall happen to fall on Sunday or other day on which the office of the Court is closed, in which case the time shall be reckoned exclusively of that day also and any succeeding day or days on which the office of the Court may continue to be closed.
(2) Where any particular number of days expressed to be clear days is prescribed the same shall be reckoned exclusively of both the first and the last day.
10. Registers to be kept. ---There shall be kept, in every Court, the following registers, relating to proceedings under the Ordinance and these rules:---
(1) register of company petitions, in which shall be entered and numbered serially immediately on receipt in the Court all the petitions, except interlocutory applications, filed under the Ordinance or these rules with particulars as to---
(i) date of presentation;
(ii) name of Company;
(iii) names of parties and their advocates;
(iv) provision of law under which the petition is made;
(v) nature of relief sought;
(vi) date end nature of order made;
(vii) date of filing of appeal, if any;
(viii) date of disposal of appeal; and
(ix) result of judgment in appeal;
(2) register of company applications, in which shall be entered and numbered serially immediately on receipt in the Court all applications other than petitions referred to in clause (1) with particulars as to,---
(i) date of presentation;
(ii) name of company;
(iii) number of main proceeding, if any, to which the application relates;
(iv) names of parties and their advocates;
(v) provision of law, if any, under which the application is made;
(vi) nature of relief sought;
(vii) date and nature of order made;
(viii) date of filing of appeal, if any;
(ix) date of disposal of appeal; and
(x) result of judgment in appeal;
(3) register of appeals against orders of liquidator in which shall be entered and numbered serially immediately on receipt in the Court all appeals against the orders of liquidator preferred under the Ordinance or these rules with particulars as to--
(i) date of presentation;
(ii) name of company;
(iii) names of appellants and their advocates;
(iv) name of liquidator;
(v) provision of law under which appeal is made;
(vi) date and nature of order against which appeal is made;
(vii) nature of relief sought:
(viii) date of disposal of appeal; and
(iv) result of judgment in appeal;
(4) company liquidation register in which shall be entered company wise, under a separate heading for each company ordered to be wound up and, in chronological order, summary of proceedings in winding up’;
(5) company documents register, in which shall be entered under a separate heading for each company any valuable securities such as negotiable instruments and documents of title that may be filed in proceedings before the Court;
(6) appearance book, in which, shall be entered the appearance filed by or on behalf of any creditor, or contributory under sub-rule (2) of rule 196 of these rules; and
(7) Such other registers as may be directed by the Chief Justice, of the High Court.
11. Serial number of proceedings. ---Every petition or application shall bear its distinctive serial number, and interlocutory application shall bear, besides its own serial number, the serial number of the main proceeding, to which it relates. Every order made, process issued or document filed shall bear the serial number of the proceeding to which it relates.
12. Process to be sealed. ---All petitions, applications and affidavits, upon being filed, and all orders, summons warrants or process of any kind (including notices issued by the Court) and certified copies of any proceedings, shall be sealed.
13. Inspection and copies of proceedings. ---Save as otherwise provided in these rules, the rule of the Court for the time being in force relating to such inspection and to the certification and grant of copies, including the fees and charges payable for the same shall apply to proceedings under the Ordinance and these, Rules, as they apply to other proceedings in the Court.
14. Forms.- --(1) The forms set out in Appendix-I shall be used in all matters to which the said forms relate with such variations as circumstances of each case may require.
(2) Where the said Appendix contains no form for any particular purpose or proceeding, the forms used in the Court in other analogous matters and proceedings or such other forms as may be approved by the Court for the purpose may be used.
15. Affidavits. ---(1) Every affidavit shall be drawn up in the first person, shall state the full name, father’s name, and in the case of a married woman or widow, her husband or deceased husband’s name, age, occupation and the true place of abode of the deponent, shall be divided into paragraphs to be numbered consecutively, signed by the deponent and sworn to in the manner prescribed by the Code or by the rules and practice of the Court.
(2) Every affidavit and the exhibit annexed to an affidavit shall be marked with the number of the proceeding to which it relates, and shall be initialled and dated by the authority before whom it is sworn.
(3) Except with the leave of the Judge, no affidavit having an interlineation, alteration or erasure shall be filed in the Court unless such interlineation or alteration is initialled by the authority before whom it is sworn, or, in the case of an erasure the words and figures written on the erasure are rewritten in the margin and initialled by such authority.
16. Affidavit verifying petition. ---Every petition shall be supported by a duly verified affidavit made by the petitioner or by one of the petitioners, where there are more than one, and in case the petition is presented by a body corporate, by a director, secretary or other principal officer thereof; such affidavit shall be filed alongwith the petition and shall be in Form No. 1:
Provided that, the Judge or Registrar may, for sufficient reason, grant leave to any other person duly authorised by the petitioner to make and file the affidavit.
17. Enclosures to petition. ---Unless dispensed with by the Judge or the Registrar, every petition and application mentioned in Appendix 11 shall be accompanied by the documents set opposite thereto in column 4 of the said Appendix.
18. Direction on petition. ---Every petition shall be placed for hearing before the Judge and he shall make such orders thereon and give such directions as to the hearing and the advertisement of the petition and the notices to be served and such other matters as may seem to him appropriate.
19. Advertisement of the petition. ---(I) Where any petition is required to be advertised, it shall, unless the Judge otherwise orders, or these rules otherwise provide, be advertised not less than fourteen days before the date fixed for hearing, in one issue of the official Gazette and in one issue each of a daily newspaper in English and Urdu having circulation in the Province in which the registered office of the company is situate and, in the case of a listed company, also in the Province in which the stock exchange on which the company is listed is situate.
(2) Except in the case of a petition to wind up a company, the Judge tray, if he thinks fit, dispense with the advertisement required by these Rules.
20. Contents of advertisement . ---(I) Except as otherwise provided in these rules, such advertisement shall be in Form No.2 and shall state the date on which the petition was presented, the name and address of the petitioner and his advocate, the nature of the petition and the date fixed for hearing.
(2) Every advertisement shall, unless otherwise ordered, specify that any person who, intends either to oppose or support the petition at the hearing should send notice of his intention to the petitioner or his advocate so as to reach him not later than two days previous to the day fixed for the hearing and in the case of a petition for winding up, not later than five days previous to the day fixed for the hearing of the petition.
21. Service of petition. ---Every petition shall be served on the respondent, if any, named in the petition and on such other persons as the Ordinance or these rules may require or as the Judge or the Registrar may direct and a copy of the petition and the affidavit shall be served alone with the notice of the petition.
22. Notice of petition and time of service. ---Notice of every petition required to be served upon any person shall be in Form No.3 and shall, unless otherwise ordered by the Court ,or provided by these rules, be served not less than ten days before the date of hearing;
Provided that such notice when by the Ordinance or under these rules is required to be served on the Corporate Law Authority or the Federal Government, the same shall, unless otherwise ordered by the Court, be served not less than fourteen clear days before the date of hearing.
23. Service on company. ---(1) Where a petition is presented against a company, it shall be accompanied by a notice of the petition together with a copy of the petition for service on the company and an envelope addressed to the company at its registered office or its principal place of business and sufficiently stamped for being sent by registered post for acknowledgement.
(2) The Registrar shall immediately on the admission of the petition send the notice together with the copy of the petition to the company by registered post or through other approved mode.
(3) Every petition and, save as otherwise provided by these Rules or by an order of the Court, every application, shall, unless presented by the company, be served on the company at its registered office, or if there is no registered office, at its principal or last known principal place of business, by leaving a copy thereof with an officer or employee of the company, and in case no such person is, available, in such manner as the Judge or Registrar may direct, or, by sending a copy thereof by prepaid registered post addressed to the company at its registered office, or, if there is no registered office, at its principal or last known principal place of business, or to such person and at such an address as the Judge or Registrar may direct.
(4) Where the company is being wound up, the petition or application shall also be served on the liquidator, if any, appointed for the purpose of winding up the affairs of the company.
24. Petitioner to effect service. ---Save as otherwise provided by these Rules and subject to any directions of the Judge or the Registrar or where the Court has effected service, the petitioner, the applicant or any other person having the conduct of proceedings in the Court shall be responsible for the service of all notices, summons and other process and for the advertisement and publication of notices, required to be effected by these rules or by order of the Court.
25. Affidavit of service ---(1) An affidavit or affidavits stating whether the petition has been advertised as specified in rule 20 and whether the notices, if any, have been duly served upon the persons required to be served shall be filed not less than two days before the date fixed for hearing and any such proof of the advertisement or of the service. as may be available, shall be filed alongwith the affidavit.
(2) An affidavit of service on a company or its liquidator shall be in Form No.4 or 5, as the case may be.
26. Procedure on default of compliance as regards advertisement and service of notice. ---In default of compliance with the requirements of the rules or the directions of the Judge or Registrar, as regards ‘ the advertisement and service of the petition, the petition shall, on the date fixed for hearing be placed for orders of the Judge and the Judge may either dismiss the petition or give such further directions as he thinks fit.
27. Mode of service and service when deemed to be effected. ---(I) Save as otherwise provided by these Rules or by an order of the Court, all notices, summons, and other documents required to be served on any person, may be served either personally by delivering a copy thereof to such person, or upon his advocate where he appears by advocate or, except where personal service is required, by prepaid registered post for acknowledgement due addressed to the last known address of such person.
(2) Where in the case of service by registered post no acknowledgement signed by the addressee or his duly authorised agent is received, orders of the Court shall be obtained as to the sufficiency of service or as to the further steps to be taken for service as the Court may direct:
Provided that, where a notice, summons or other document has to be served on any class of persons such as shareholders. debenture-holders, creditors and the like, the same may be sent by prepaid registered post, or by ordinary post under certificate of posting, as may be provided by these Rules or by an order of the Court, and unless otherwise ordered by the Court, the service shall be deemed to be effected at the time when the said notice. summons .or other document ought to be delivered in the ordinary course of post by the post office, and notwithstanding that the same is returned undelivered by the post office.
(3) Where any person has to be served at an address outside Pakistan
28. Validity of service and of proceedings. ---No service under these Rules shall be deemed invalid by reason of any defect in the name or description of a person in the list of contributories or in the petition, summons, notice or other proceeding, provided that the Court is satisfied that such service is in other respect sufficient; and no proceedings under the Ordinance or these rules shall be invalidated by reason of any formal defect or irregularity, unless the Judge before whom the objection is taken is of the opinion that substantial injustice his been caused by such defect or irregularity and that the injustice cannot be remedied by an order of the Court.
29. Notice to be given by persons intending to appear at the hearing of petition. ---(1) Every person who intends to appear at the hearing of a petition whether to support or oppose the petition, shall send to the Court and serve on the petitioner or his advocate notice of his intention at the address given in the advertisement.
(2) The notice referred to in sub-rule (1) shall be in Form No. 6, containing the address of such person, and be signed by him or his advocate, and save as otherwise provided by these rules shall be served (or, if sent by post, shall be posted in such time as to reach the addressee) not later than two days prior to the day of hearing, and in the case of a petition for winding up, not later than three days prior to the day of hearing and where such person intends to oppose the petition, the grounds of his opposition, or a copy of his affidavit, if any, shall be furnished alongwith the notice.
(3) Any person who fails to comply with the provisions of this rule shall not, except with the leave of the Judge, be allowed to appear at the hearing of the petition.
30. List of persons intending to appear to be filed. ---The petitioner or his advocate shall prepare a list of the names and address of the persons who have given notice of their intention to appear at the hearing of the petition in Form No.7 and shall be filed in the Court before the hearing of the petition.
31. Procedure at hearing of petition. ---At the hearing of the petition, the Judge may either dispose of the petition finally, or give such directions as may be deemed necessary for the filing of counter-affidavits and reply affidavits, if any, and for service of notice on any person who, in his opinion, has been omitted to be served or has not been properly served with the notice of the petition and may adjourn the petition to enable the parties to comply with his directions:
Provided that unless otherwise ordered by the Judge, it shall not be necessary to give notice of the adjourned hearing to any person.
32. Order to be drawn up. ---Every order, whether made in the Court or in Chambers, shall be drawn up by the Registrar, unless in any proceeding or class of proceedings the Judge or the Registrar shall direct that the order need not be drawn up. Where a direction is given that no order need be drawn up, the note or memorandum of the order signed or ‘initialled by the Judge making the order or by the Registrar shall be sufficient evidence of the order having been made.
(2) The date of every order shall be the date on which it was actually made, notwithstanding that it is drawn up and issued on a later date.
(3) Where costs are awarded to a party in any proceeding and such costs have to be taxed, the order shall direct that the party liable to pay the costs shall pay the same when taxed. and where the costs have been fixed by the Court or ascertained by taxation prior to the drawing up of the order, the order shall direct the payment of the amount of such costs by the party liable to pay the same.
PART II
PROCEEDINGS IN MATTERS OTHER THAN WINDING UP
33. Petition to cancel variation of rights. ---(1) Where a petition to cancel a variation of the rights, attaching to any class of shares is made on behalf of the shareholders of that class entitled to apply for cancellation under section 108 by one or more of them, the letter of authority signed by the shareholders so entitled; authorising the petitioner or petitioners to present the petition on their behalf, shall he annexed to the petition, and the names and addresses of all the said shareholders and the number of shares held by each of them shall be set out in the schedule to the petition.
(2) The petition shall set out the particulars of registration and the share capital, the different classes of shares into which the share capital of the company is divided and the rights attached to each class of shares, the provisions of the memorandum or articles authorising the variation of the rights attached to the various classes of shares, the total number of shares of the class whose rights have been varied, the nature of the variation made, and so far may have been ascertained by the petitioner, the number of shareholders of the class who gave their consent, shares held by them, the number of shareholders who did not consent to the variation or who voted against the resolution, and the numbers of shares held by them and the dates on which the consent was given or the resolution was passed and the reasons for opposing the variation.
34. Petition for rectification of Register of Mortgages etc. ---Notice of every petition under section 131 shall be given to the Registrar of Companies and other persons likely
to be affected as the Court may direct and certified copy of the order of the [Commission]Court made thereon shall be filed by the petitioner with the Registrar of Companies, within twenty-one days of the date of the order.
35. Applications of Receivers for direction of the Court. ---(I) Notice of every application under sections 140 and 141 shall be given to the Registrar of Companies and other parties likely to be affected as the Court may direct.
(2) A certified copy of the Order of the Court on applications under sub-rule (1) shall be filed with the Registrar of Companies by the receiver within 15 days of the date of the
order.
36. Petition for rectification of register of members and debenture holders. ---(1) Notice of all petitions for rectification of the register of members and the register of debenture holders shall be given to the company and in case of transfer of shares to the transferor or the transferee, as the case may be, and to such other persons as the Court
may direct.
(2) The final order taken on a petition under sub-rule (1) shall provide that a certified copy thereof shall be filed with the Registrar of the Companies by the petitioner, within
fifteen days of the date of order.
37. Form of petition ---An application under section 97 shall be in Form No. 8.
38. Procedure at the hearing. ---Upon the hearing of the application if the Court is satisfied that the proposed reduction does not involve either diminution of liability in
respect of unpaid share capital or payment to any share, holders of any paid-up share and that no creditor is entitled to object to the reduction, it may confirm the resolution and
where the Court is not so satisfied or is of opinion that creditors are entitled to object, the procedure hereinafter prescribed shall be followed.
39. Directions where creditors are entitled to object. ---In case in which the creditors are entitled to object to the proposed reduction, the Court may give such directions as it
thinks fit with respect to publication of notices and fixing the date with reference to which the list of creditors entitled to object to the reduction is to be made out and generally fixing a time for taking all necessary and proper steps for settling the list of creditors. The order on such application may be in Form No. 9.
40. List of creditors. ---The company shall, within the time allowed by the Court, file in the Court a list in Form No. 10 made out by some officer of the company competent to make the same, containing the names and addresses of the creditors of the company as on the date fixed by the Court under the last preceding rule and shall also contain the
amounts due to the creditors and in case of debts payable on a contingency and not ascertained, a just estimate of the same. Such list shall be supported by an affidavit in Form No. 11 of an officer of the company competent to make the same.
41. Contents of affidavit. ---The person making such affidavit shall state therein his belief that the list certified by such affidavit is correct and that there was not at the date
fixed by the Court under rule 40 any debt or claim which if that date was the commencement of the winding up of the company, would be admissible in proof against the company except the debt set forth in such list and shall state his means of knowledge of the matters deposed to in such affidavit.
42. Inspection of list of creditors. ---Copies of the list containing the names and addresses of the creditors and the total amount due to them including the estimated value of unascertained and contingent debts, but omitting the amount due to them respectively, or (if the Court shall so direct) complete copies of the list of creditors shall be kept at the registered office of the company and at the office of the advocate of the company and any person desirous of inspecting such list may, during the ordinary hours of business, inspect and take extracts thereof on payment of two rupees per page.
43. Notice to creditors. ---(1) The company shall, within seven days after the filing of the list of creditors referred to in rule 40 or such time as the Court may allow, send to
each creditor whose name is entered in the said list a notice in Form No. 12 stating the amount of the proposed reduction in capital and the amount or estimated value of the debt for which such creditor is entered in the said list and the time, as fixed by the Court, within which if he claims to be a creditor for a larger amount than that shown in the notice, he must send in his name and address and the particulars of his debt or claim and the name and address of his advocate, if any, to the advocate of the company.
(2) The notice referred to in sub-rule (1), shall be sent by prepaid letter registered for acknowledgement addressed to each creditor at his last known address or place of abode:
Provided that, where any of the creditors of the company are residing out of Pakistan
given by advertisement in such papers and iii such manner as the Court may deem proper.
44. Advertisement of the petition and the list of creditors. ---(1) Notice of the presentation of the petition and of the list of creditors shall, after the filing of the list referred to in rule 40 be advertised in such newspapers in Form No. 13 as the Court or the Registrar may direct.
(2) Every notice referred to in sub-rule (1) shall state the amount of the proposed reduction of capital, the places where the list of creditors may be inspected and the time within which and the person to whom the creditors of the company, who are not entered in the said list and are desirous of being entered therein, must send in their names and addresses and the particulars of their claims and the name and address of their advocate, if any.
45. Affidavit as to result of rules 43 and 44. ---(1) The company shall, within the time fixed by Court, file in Court an affidavit in Form No. 14 made by the person to whom the particulars of debts or claims are by the notice specified in rules 43 and 44 required to be sent in, stating the result of such notices respectively and verifying the list containing the names and addresses of the persons who shall have sent in the particulars of the debts or claims in pursuance of such notice respectively and the amounts of such debts and claims and some competent officer or officers of such company shall join in such affidavit and shall in such list distinguish debts and claims which are wholly or partly admitted by the company, and those debts and claims which wholly or partly are disputed by the company.
(2) The affidavit referred to in sub-rule (1) shall further state which of the creditors entered in the said list have been paid or have consented to the proposed reduction.
(3) The company shall also file affidavit in Form No. 15 by the person who sent the notices referred to in rule 43.
46. Procedure when claim is not admitted. ---If the company contends that a person is not entitled to be entered in the list of creditors in respect of any debt or claim, whether
admitted or not, or if any debt or claim is not admitted by the company, wholly or in part, then in every such case, unless the company is willing to appropriate in such manner as the Court shall direct, the full amount of such debt or claim, the company shall, if the Court so directs, send to the creditor fourteen clear days before the date fixed by the Court a notice in Form No. 16 that he is required to come in and establish his title to be entered on the list, or as the case may be, to come in and prove his debt or claim or any
such part thereof as is not admitted by the company on the day fixed by the Court:
Provided that, the Court may refer any inquiry under this rule to the Registrar and the Registrar shall have all the powers of the Court in respect of any matter so referred to him:
Provided further that a reference shall lie to the Court against any order of the Registrar in the manner provided by these Rules.
47. Costs of proof- --The costs of proof of a debt or claim or of any inquiry under rule 46 shall be in the discretion of the Court.
48. Certificate by the Court as to creditors. ---The result of the settlement of the list of creditors shall be stated in a certificate which shall be prepared by the advocate of the
company and signed by the Judge. Such certificate shall state what debts or claims, if any, have been disallowed, the debts or claims, if any, the amount of which has been fixed by inquiry under section 100 and these rules and the debts and claims, if any, which are admitted by the company, and shall show which of the creditors have consented to the
proposed reduction and the total amount due to them, and which of the debts of claims, if any, the company is willing to appropriate; it shall not be necessary to show in the
certificate the names of any creditors who are not entitled to be entered in the list or show the several amounts of the debts or claims of the persons who have consented to the
proposed reduction.
49. Hearing of petition. ---After expiration of not less than seven clear days from the date of signing of such certificate as is mentioned in the last preceding rule the application shall be set down for hearing in the ordinary course and a notice in Form No. 17 of the date fixed for hearing of the application shall be advertised in such newspapers as the Court or the Registrar may direct.
50. Who may appear and oppose. ---Any creditor included in the certificate whose debtor claim has not, before the hearing of the petition, been discharged or determined or
been secured in the, manner provided by section 100 and who has not before the hearing consented in writing to the proposed reduction of capital may, if he thinks fit, upon giving 2 clear days notice to the advocate for the company of his intention so to do, appear at the hearing of the petition and oppose it. The cost of the appearance of the creditor shall be in the discretion of the Court.
51. Direction of hearing. ---At the hearing of the petition the Court may give such directions as it shall think fit with reference to securing in the manner provided under section 100, the debts or claims of such creditors as do not consent to the proposed reduction and the further hearing of the petition may be adjourned to enable the company to comply with such directions.
52. Directions as to advertisement of order and dispensing with the addition of words ‘and reduced’. ---Where the Court makes an order confirming a reduction, such order shall include directions as to the manner and in which English and Urdu newspapers and the time or times when notice of registration of the order and the minute referred to in section 102 shall be published; such order shall in cases where the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to shareholders of paid up share capital, state whether the addition of the words “and reduced” is dispensed with or fix the period for which such words shall be deemed part of the name of the company and in other cases shall fix the period for which the said words shall be deemed part of the name of the company unless an order in that behalf had been obtained previously on an application. This order shall be in Form No. 18.
53. Approval of minutes. ---Within 7 days from the date of order confirming the reduction, the company shall file for approval of the Court or Registrar a draft of the minute and take an appointment for approval of the same. The advocate for the company shall attend when the minute comes before the Court or the Registrar at the appointed time.
54. Publication of reasons, reduction, etc. ---If the Court shall, under section 106 think fit to require the company to publish the reasons or causes of the reduction of the capital or any other information in relation thereto the company shall within the time prescribed in the last preceding rule, file a draft of the statement to be published for approval by the Court in the manner provided by that rule. Such statement of the approval shall, as far as possible and subject to the directions of the Court, be published in the same newspapers in which the registration of the order was published under rule 52.
55. Form and Notice. ---An application for an order for calling a meeting under section 284 shall be in the form of an interlocutory application. A notice of such publication shall he served in such manner as the Court or the Registrar may direct.
56. Directions at hearing of application. ---At the hearing of an application under rule 55, the Court may give such directions as it shall think fit in respect of all or any of the
following matters namely:---
(a) fixing the time when and place where the meeting is to be held;
(b) appointing a chairman of the meeting and fixing a quorum;
(c) mode of giving notice of meeting by advertisement or by sending notices;
(d) the determination of the values of the members or creditors, as the case may be;
(e) such other directions as the Court may consider necessary in the circumstances of the case.
57. Report of result of meeting. ---Within seven days after the holding of a meeting, the Chairman of the meeting shall report the result thereof to the Court. Such report shall be filed and form part of the record of the application referred to in rule 55.
58. General directions for holding of meetings. ---In the absence of or subject to any directions by the Court under rule 56--
(a) the meeting of the creditors or members of a company, which is in the course of being wound up either by Court or under its supervision at the date of the application referred to in rule 57, shall be held in the manner provided by rules for meetings called by the official liquidator or the liquidator, as the case may be;
(b) the meetings of the creditors of members of a company which is not being wound up at the said date, shall be held in the manner prescribed by the articles of the company;
Provided that any person connected with the company’ as director, secretary or member, shall not be a chairman of any creditors meeting of the company;
(c) where the value of the debt or claim of any creditor is not or has not been admitted by the company or its liquidator, as the case may be, the Chairman shall have power to decide the value of the debt or claim.
59. Result of resolution of meeting should be decided by poll. ---Notwithstanding anything contained in these rules, the result of a resolution of any meeting held under section 284 shall be decided only by taking a poll.
60. Petition for confirming compromise or arrangement ---(1) Where the proposed compromise or arrangement is agreed to, with or without modification, as provided by
subsection (2) of section 284, the company or its liquidator, as the case may be shall, within seven days of the filing of the report by the Chairman, present a petition in Form No. 19 to the Court for confirmation of the compromise or arrangement.
(2) Where a compromise or arrangement is proposed for the purposes of or in connection with, a scheme for the reconstruction of any company or companies, or for the amalgamation of any two or more companies, the petition shall be for appropriate orders and directions under section 287.
(3) Where the company fails to present the petition for confirmation of the compromise or arrangement specified in sub-rules (1) and (2), any creditor or contributory may with the leave of the Court, present the petition and the company shall be liable for the costs thereof.
(4) Where no petition for confirmation of the compromise or arrangement is presented, or where the compromise or arrangement has not been approved by the requisite majority under subsection (2) of section 284 and consequently no petition for confirmation could be presented, the report of the Chairman as to the result of the meeting made under the preceding rule shall be placed for consideration before the Judge for orders.
61. Date and notice of hearing. ---The Court shall fix a date for the hearing of the petition, and notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised, or in such other papers as the Court may direct, not less than ten days before the date fixed for the hearing.
62. Order on petition. ---Where the Court sanctions the compromise or arrangement the order shall include such directions, in regard to any matter and such modifications in the compromise or arrangement as the Judge may think fit to make for the Proper working of the compromise or arrangement. The order shall direct that a certified copy of the same shall be filed with the Registrar of Companies within 14 days from the date of the order, or such other time as may be fixed by the Court. The order shall be in Form No. 20, with such variations as may be necessary.
63. Application for directions under section 287. ---(1) Where the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgapiation of any two or more companies, and the matters involved cannot be dealt with or dealt with adequately on the petition for sanction of the compromise or arrangement an application duly verified by an affidavit shall be made to the Court under section 287, for directions of the Court as to the proceedings to be taken.
(2) Notice of the application referred to in sub-rule (1) shall be given in such manner and to such persons as the Court may direct.
64. Directions at hearing of application. ---Upon the hearing of the application or upon any adjourned hearing thereof the Court may make such order or give such directions as it may think fit, as to the proceedings to be taken for the purpose of the reconstruction or amalgamation, as the case may be, including, where necessary. an inquiry as to the creditors of the transferor company and the securing of the debts and claims of any of the dissenting creditors in such manner as to the Court may seem just.
65. Order under section 287, ---An order made under section 287 shall be in Form No. 21 with such variation as the circumstances may require.
66. Compromise or arrangement involving reduction of capital . ---Where a proposed compromise or arrangement involves a reduction of capital of the company, the procedure prescribed by the Ordinance and these Rules relating thereto shall be complied with, before the compromise or arrangement so far as it relates to reduction of capital is sanctioned.
67. Report on working of compromise or arrangement. ---At any time after the passing of the order sanctioning the compromise or arrangement, the Court may either of its own motion or on the application of any person interested, make an order directing the company, or, where the company is being wound up, the liquidator to submit to the Court within such time as the Court may fix, a report on the working of the said compromise or arrangement. On consideration of the report, the Court may pass such orders or give such directions as it may think fit.
68. Liberty
(2) The application shall in the first instance be placed before the Court for directions as to the notices and the advertisement, if any, to issue, as the Court may direct.
(3) The Court may, on such application, pass such order and give such directions as it may think fit in regard to the matter, and may make such modifications in the compromise or arrangement as it may consider necessary for the proper working thereof, or pass such other orders as it may think fit in the circumstances of the case.
69. Petition under section 290. ---(1) Where a petition. in Form No. 22 or Form No. 23 is presented under section 290 on behalf of members or creditors of a company entitled to apply under that section by any one or more of them, the letter of consent signed by the rest of the members or creditors so entitled authorising the petitioner or petitioners to present the petition on their behalf, shall be annexed to the petition, and the names and addresses of all the members or creditors on whose behalf the petition is presented shall be set out in a schedule to the petition.
(2) A petition under section 290 shall not be withdrawn without leave of the Court.
70. Notice to Registrar. ---Save where a petition is presented by or on behalf of the Registrar of Companies under section 290, notice thereof shall be given to the Registrar of Companies of every petition alongwith a copy of the petition not less than fourteen clear days before the date fixed for the hearing of the petition.
71. Order involving reduction of capital or alteration of memorandum. - --Where an order under section 290 or section 291 involves a reduction of capital or alteration of the memorandum of association, the provisions of the Ordinance and these Rules relating to such matters shall apply as the Court may direct.
72. Notice to Registrar of Companies. ---A petition under subsection (6) of section 439 to restore the name of a company to the register of companies shall be served on the
Registrar of Companies and on such other persons as the Court may direct, not less than fourteen days before the date fixed for the hearing of the petition.
73. Delivery of order and publication thereof. ---Where the Court makes an order restoring the name of a company to the register of companies, the order shall direct that
the petitioner do deliver to the Registrar of Companies a certified copy thereof within 14 days from the date of the order and that on such delivery, the Registrar of Companies do, in his official name, publish the order in the official Gazette.
74. Registrar’s costs of petition. ---Unless for any special reasons the Court shall otherwise order, the order shall direct that the petitioners do pay to the Registrar of
Companies his costs of and occasioned by, the petition.
PART III
WINDING UP
75. Petition for winding up. - --A petition for winding up a company shall be made in Form No.24, 25 or 26, as the case may be, with such variations as the circumstances may require, and shall be presented in duplicate to the Registrar who shall enter on the petition the date of its presentation.
76. Admission of petition and directions as to advertisement. ---Upon the filing of the petition, it shall be placed before the Judge for admission of the petition and fixing a date for the hearing thereof and for directions as to the advertisements to be published and the persons, if any, upon whom copies of the petition are to be served and the Judge may, if he thinks fit, direct notice to be given to the company before giving directions as to the advertisement of the petition.
77. Copy of petition to be furnished. ---Every contributory or creditor of the company shall be entitled to be furnished by the petitioner or by his advocate with a copy of the petition within twenty four hours of his requiring the same on payment of the prescribed charges.
78. Advertisement of petition. ---Subject to any directions of the Court, the petition shall be advertised in the manner specified in rule 19 in Form No. 27.
79. Application for leave to withdraw petition. ---(I) A petition for winding up shall not be withdrawn after presentation without the leave of the Court.
(2) An application for leave to withdraw a petition for winding up which has been advertised in accordance with the provisions of rule 78 shall not be heard at any time before the date fixed in the advertisement for the hearing of the petition.
80. Substitution of creditor or contributory for original petitioner. ---Where a petitioner,---
(a) is not entitled to present a petition; or,
(b) fails to advertise his petition within the time prescribed by these rules or by order of Court or such extended time as the Court may allow; or,
(c) consents to withdraw the petition, or allows it to be dismissed, or the hearing to be adjourned, or fails to appear in support of his petition when it is called on in the Court on the day originally fixed for the hearing thereof, or any day to which the hearing has been adjourned; or
(d) does not apply for an order in terms of the prayer of his petition, the, Court may, upon such terms as it may think just, substitute as petitioner any creditor or contributory who, in the opinion of the Court, would have a right to present a petition, and who is desirous of prosecuting the petition.
81. Procedure on substitution. ---(1) Where the Judge makes an order substituting a creditor or contributory as petitioner in a winding up petition, he shall adjourn the hearing of the petition to a date to be fixed by him and direct such amendments of the petition as may be necessary, the creditor, or, as the case may be, contributory shall, within seven days from the making of the order, amend the petition accordingly, and file two copies thereof together with an affidavit in duplicate setting out the grounds, on which he supports the petition.
(2) The amended petition shall be treated as the petition for the winding up of the company and shall be deemed to have been presented on the date on which the original petition was presented.
82. Affidavit-in-opposition. ---(1) Any affidavit intended to be used in opposition to the petition shall be filed in the Court not less than three days before the date fixed for the hearing of the petition, and a copy of the affidavit shall be served on the petitioner or his advocate forthwith.
(2). Copies of the affidavit shall also be given to any creditor or contributory appearing in support of the petition who may require the same on payment of the prescribed charges.
83. Affidavit in reply. ---An affidavit intended to be used in reply to the affidavit filed in opposition to the petition shall be filed in the Court not less than two days before the day fixed for the hearing of the petition, and a copy of the affidavit in reply shall be served on the day of the filing thereof on the person by whom the affidavit in opposition was filed or his advocate.
84. Stay of suit or proceeding pending petition. ---An application under section 313 for stay of any suit or proceeding shall be made upon notice to all the parties to the suit or proceeding sought to be stayed.
85. Appointment of Provisional Manager. ---(1) After the admission of a petition for the winding up of a company by the Court, upon the application of a creditor, or a
contributory, or of the company, or the Registrar of Companies or the Authority, and upon proof by affidavit of sufficient ground for the appointment of a Provisional Manager, the Court, may, if it thinks fit and upon such terms as in the opinion of the Court shall be just and necessary, appoint a person eligible for appointment as official liquidator as Provisional Manager of the company with or without security, pending final orders on the winding up petition.
(2) Where the company is not the applicant, notice of the application for appointment of Provisional Manager shall be given to the company unless the Court, for special reasons to be recorded in writing, dispenses with such notice.
(3) The order appointing the Provisional Manager shall set out the restrictions and limitations, if any, on his powers imposed by the Court in Form No. 28, with such variations as may to necessary.
(4) The order of appointment of Provisional Manager shall state the nature of the property of which the said Provisional Manager is ordered to take possession and the duties to be performed by him or them.
(5) When an order for the appointment of a Provisional Manager prior to the making of an order for winding up has been made, the Registrar shall forthwith send to the person or persons so appointed three copies of the order duly sealed with the seal of the Court.
(6) The Provisional Manager shall cause one of such copies to be served upon the company and send another copy to the Registrar of Companies.
(7) The Provisional Manager so appointed shall from time to time take instructions from the Court as to the manner in which the duties are to be performed by him.
(8) The Provisional Manager so appointed shall, unless otherwise ordered, submit a report to the Court, as to the affairs of the company before the hearing of the petition for winding up.
(9) The costs and charges properly incurred by the Provisional Manager and also his remuneration as fixed by the Court shall be paid out of the assets of the company and in the event of there being no available assets of the company, the Court may direct such charges, etc., to be paid by the petitioner.
(10) If no order for winding up is made upon the petition, the costs and charges incurred by the Provisional Manager shall, unless otherwise ordered by the Court, be paid by the petitioner.
(11) Whether the Provisional Manager has acted as such and thereafter a liquidator is appointed by the Court who has notified his appointment to the Registrar of Companies and given security to the Court; the Provisional Manager shall forthwith put the liquidator into possession of all property of the company of which the Provisional Manager may have custody.
(12) It shall be the duty of the Provisional Manager if so requested by the official liquidator, to communicate to the liquidator all such information respecting the estate and affairs of the company as may be necessary or conducive to the due discharge of the duties of the official liquidator.
86. Rules applicable to Provisional Manager. ---The rules relating to official liquidators shall apply to Provisional Manager, so far as applicable, subject to such directions as the Court may give in each case.
87. Notice to official liquidator etc. of order. ---Where an order for the winding up of a company has been made, the Registrar shall forthwith draw the order of winding up and send the same to the Provisional Manager, and the official liquidator, if any, under the seal of the Court in duplicate, together with a copy of the petition and the affidavit, if any, filed in support thereof. An intimation about the winding up-order and appointment of official liquidator shall simultaneously be sent to the Registrar of Companies. In case an official liquidator is not appointed simultaneously with the order of winding up, the Court may appoint a person other than a Provisional Manager, who is eligible for such appointment under section 321 to the office of official liquidator without any previous advertisement or notice, to any party or may fix a time and place for the appointment of an official liquidator.
88. Form of order of winding up, etc. ---The order of winding up and appointment of official liquidator shall be on Form Nos. 29 and 30.
89. Order to be served upon the company. ---Except where the company is the petitioner, the Provisional Manager or the official liquidator shall cause a sealed copy, of the order to be served upon the company by prepaid registered post addressed at its registered office, if any, or, if there is no registered office, at its principal or last known principal place of business, or upon such other person, or persons or in such manner as the Court may direct.
90. Official liquidator. ---An order to wind up a company or for the appointment of a Provisional Manager or official liquidator shall contain at the foot thereof a note stating
that it will be the duty of such of the persons as are liable to make out or concur in making out the company’s statement of affairs under section 328, to attend on the Provisional Manager or official liquidator as the case may be, at such time and place as he may appoint and to give him all information he may require.
91. Directions on making the winding up order. ---At the time of making the winding up order, or at any time thereafter, the Court shall give directions as to the advertisement of the order and the person, if any, on whom the order shall be served and the persons, if any, to whom notice shall be given of the further proceedings in the liquidation, and such further directions, as may be necessary.
92. Advertisement of the order. ---Save as otherwise ordered by the Court, every order for the winding up of a company by the Court shall, within fourteen days of the date of making the order, be advertised by the petitioner in the manner prescribed and shell be served by the petitioner upon such person, if any, and in such manner, as the Judge may direct. The advertisement shall be in Form No. 31.
93. Official liquidator to take charge of assets and books and papers of company. ---On a winding up order being made, the official liquidator shall forthwith take into his custody or under his control all the property and effects and the books and papers of the company, and it shall be the duty of all persons having custody of any of the properties books and papers of the company, to deliver possession thereof to the official liquidator.
94. Form of proceedings after winding up order is made. --- After a winding up order is made, every subsequent proceeding in the winding up shall bear the original number of the winding up petition besides its own distinctive number, but against the name of the company in the cause title, the words, “in official liquidation” shall appear in brackets.
95. Application for stay of winding up proceedings. ---(1) An application under section 319 for stay of proceedings in the winding up shall be made upon notice to the parties to the winding up petition and to such other persons as the Court may direct, and where the application is made by any person other than the official liquidator, notice shall he given to the official liquidator.
(2) Where an order is made for stay of the winding up proceedings, the order shall direct that the applicant shall forthwith file a certified copy thereof with the Registrar of Companies.
96. Joint liquidators. ---Where joint official liquidators are appointed, the rules-relating to the official liquidator shall be applicable mutatus mutandis.
97. Security of Provisional Manager and official liquidator. ---Every Provisional Manager and official liquidator shall give security in such sum and in such manner as the
Court may determine, Provided that the Court may, if it thinks fit. dispense with such security.
98. Security how furnished. ---When a Provisional Manager or official liquidator has been directed to give security, he shall give such security by entering into a recognizance with two sufficient sureties or a guarantee recognized by the Court or by depositing Government securities or in such other manner as the Court shall determine or such sum as the Court may approve. The recognizance of the Provisional Manager or the official liquidator shall be in Form No. 32 and shall be verified by an affidavit.
99. Failure to furnish security. ---Where the Provisional Manager or official liquidator fails to furnish the required security within the time ordered or within any extension thereof, the Judge may reconsider the order of appointment and make such other appointment and such other order as to costs as he considers fit and proper.
100. Failure to maintain security. ---If Provisional Manager or the official liquidator fails to maintain the security ordered to be furnished, the Judge may remove him and make such other appointment and such orders as to costs as he may think fit.
101. Security increased or reduced. ---1f it shall appear at any time that the security furnished by the liquidator is inadequate or excessive, the Judge may, upon application of the Provisional Manager or official liquidator or of a creditor or contributory or the Registrar of Companies, order that the security be increased or reduced in amount.
102. Application for leave to commence, continue or transfer of suit or proceeding. ---(1) An application under section 316(1) for leave of the Court to commence or continue any suit or proceeding against the company shall be made upon notice to the Provisional Manager or official liquidator, as the case may be, and the parties to the suit or proceeding sought to be commenced or continued.
(2) An application under subsection (3) of section 316 for the transfer to the Court of any suit or proceeding by or against the company pending in any other Court shall be made on notice to the official liquidator where he is not the applicant and to the parties to the suit or proceeding sought to be transferred.
(3) Where an order is made for the transfer of a suit or proceeding pending in any other Court to the Court, the Registrar of the Court shall transmit without delay a certified copy of the order to the Court in which such suit or proceeding is pending, and that Court shall, on receipt of the order, transmit the records of the suit or proceeding to the Court.-
(4) Upon the making of an order for winding up, all suits and proceedings by or against the company then pending or thereafter instituted in the Court or transferred to the Court, shall be assigned to and placed in the list of the Judge for the time being exercising jurisdiction under the Ordinance.
103. Notice to submit statement. ---A notice by the official liquidator or the Provisional Manager requiring any of the person other than those mentioned in subsection (2) of section 328 to submit and verify a statement of affairs of the company shall be in Form No. 33 and shall be served by the official liquidator or the Provisional Manager as soon as may be after the order for winding up or the order appointing the official liquidator as Provisional Manager is made.
104. Application by official liquidator under section 328.- --The official liquidator or the Provisional Manager may apply to the Court for an order directing any person who, in his opinion, is liable to furnish a statement of affairs under section 328 and has made default in this regard to prepare and submit such a statement or concur in making the same. Notice of the application shall be served on the person against whom the order is sought. Where the Court makes the order, such order shall be in Form No.34 with such variations as may be necessary:
Provided that any action taken under this rule shall be without prejudice to the criminal liability of the persons concerned.
105. Preparation of statement of affairs. ---Any person who under section 328 is required to submit and verify a statement as to the affairs of the company shall be furnished by the official liquidator with the necessary forms and shall be given such instructions and afforded such reasonable facilities for preparing the statement as the official liquidator may in his discretion consider necessary,
106. Form of the statement. ---(1) The statement as to the affairs of the company to be submitted under section 328 shall be in Form No.35 and shall be made out in duplicate, one copy of which shall be verified by affidavit in Form No. 36.
(2) The verified statement and the affidavit of concurrence. if any, shall be submitted to the official liquidator or the Provisional Manager within the time and in the manner required by section 328 and the official liquidator or the Provisional Manager shall cause such verified statement of affairs and the affidavit of concurrence to be filed in the Court and shall retain the duplicate thereof for his records.
107. Extension of time for submitting statement. ---(I) Where any person required to submit a statement of affairs under section 328 requires an extension of time for submitting the same, he shall apply in the first instance to the official liquidator or the Provisional Manager who may, if he thinks fit, give a written certificate extending the time, which certificate shall be filed with the proceedings.
(2) Where the official liquidator or Provisional Manager refuses to grant an extension of time for submitting the statement of affairs, the person required to submit the statement may apply to the Judge for extension of time on notice to the official liquidator or the Provisional Manager, as the case may be.
108. Expenses of preparing the statement. ---(1) Any person required to make or concur in making any statement of affairs of the company, shall submit to the official liquidator or the Provisional Manager, as the case may be for his sanction a statement of the estimated costs and expenses of the preparation and making of the statement, and shall, after the submission of the statement of affairs, submit his bill of actual expenses.
(2) Except by order of the Court, no person shall be paid out of the assets of the company any costs or expenses which have not been sanctioned by the official liquidator or
Provisional Manager, nor shall such costs and expenses, be paid until the statement of affairs verified by affidavit has been submitted to the official liquidator or the Provisional
Manager and found to be in order by him.
(3) Any person who has made or concurred in making the said statement and affidavit and whose bill of costs and expenses, has not been allowed in full by the official liquidator, or the Provisional Manager may, within fourteen days of the notice of the order disallowing any part of his bill, apply to the Judge upon notice to the official liquidator or the Provisional Manager for sanction of the amount disallowed or any part thereof and the Judge may pass such orders thereon as may seem just.
109. Officers of company to attend and give information. ---The official liquidator or Provisional Manager may from time to time hold personal interviews with any such
person as is mentioned in subsection (2) of section 328 for the purpose of investigating the company’s affairs, and it shall be the duty of every such person to attend on the official liquidator or the Provisional Manager at such time and place as he may appoint and give him all information that he may require and answer all such questions as may be put to him by the official liquidator or the Provisional Manager who shall maintain minutes of the interviews held by him or memoranda containing the substance of such interviews.
110. Duty of person making or concurring in statement. ---After the statement of affairs of the company has been submitted to the official liquidator or the Provisional Manager, it shall be the duty of every person who has made or concurred in making it, if and when required, to attend on the official liquidator or the Provisional Manager and answer all such questions as may be, put to him, and give all such further information as may be required of him by the official liquidator or Provisional Manager in relation to the statement of affairs.
111. Default in complying with section 328.--- Any default on the part of any person in complying with the requirements of section 328 shall be reported to the Court by the official liquidator or the Provisional Manager and the Court may thereupon pass such orders or give directions as it may think fit.
112. Liquidator in voluntary winding up or winding up subject to supervision to submit statement. ---Where before the making of the winding up order the company was being wound up voluntarily or subject to the supervision of the Court, the official liquidator may require any liquidator or liquidators in such winding up to furnish him, not later than fourteen days of his making the requisition, or such other time as he may fix, with a statement as to the manner in which the winding up was conducted. how the assets of the company were dealt with, and the position of the liquidation on the date of the order for winding up by the court; and on the requisition being made, it shall be the duty of the liquidator or liquidators so required to furnish the statement within the specified time and where the liquidator or liquidators fail to furnish the statement as required, the official liquidator may apply to the Court for such directions as may be necessary.
113. Preliminary report by official liquidator. ---The preliminary report to be submitted by the official liquidator under subsection (1) of section 329 shall be to Form No. 37 with such variations as may be necessary.
114. Inspection of statement and preliminary report. ---Every crediter or contributory, by himself or by his agent, shall be entitled to inspect the statement of affairs submitted under section 328 or the statement submitted by a liquidator under rule 112 of these rules, and the preliminary report of the official liquidator submitted under section 329, on payment of fee of ten rupees and to obtain copies thereof or extract therefrom on payment of the prescribed charges.
115. Further Report by official liquidator. ---(1) Where the official liquidator makes a further report under subsection (2) of section 329, such report shall state whether in the opinion of the liquidator any fraud has been committed by any person in the promotion. or formation of the company or by any officer in relation to the company since its
formation and shall set out the names of the persons by whom the fraud, in his opinion, was committed and the facts on which such opinion is based and shall set out in a narrative form the facts and matters which the liquidator desires to bring to the notice of the Court.
(2) Where the official liquidator makes a further report under subsection (2) of section 329 the Registrar shall fix a date for the consideration thereof by the Judge and notify the date on the notice board of the Court and to the official liquidator.
116. Consideration of report by Court. ---The consideration of the Report made by the official liquidator pursuant to subsection (2) of section 329, shall be before the Judge in Chambers, and the official liquidator shall personally attend the consideration thereof and give the Court any further information or explanation with reference to the matters contained therein which it may require and may pass such orders and give such directions as it may think fit including directions under section 352.
117. Summons for directions to be taken out by official liquidator. ---(1) As soon as practicable after the winding up order is made and in any event. not later than seven days after the filing of his preliminary report under subsection (1) of section 329, the official liquidator shall take out a summons for directions with regard to the settlement of the list of contributories and the list of creditors and the matters where the official liquidator had exercised powers vested under subsection (1) of section 333 and any other matters requiring directions of the Court.
(2) Notice of the summons shall be given to the petitioner on whose petition the order for winding up was made.
(3) Upon the hearing of the summons, the Court, after hearing the official liquidator and any other person appearing on notice or otherwise, may give such directions as it shall think fit in regard to the said matters, including the fixing of dates for the settlement of the list of contributories and for the filing of proofs by the creditors of the’ company in respect of their debts and their claims for priority, if any, under section 405.
(4) Where the preliminary report of the official liquidator is not filed prior to the hearing of the summons and any of the matters in the summons cannot be properly or fully dealt with, without a perusal of such report, the Court may adjourn the hearing of any such matter or matters on the summons until after the submission of the preliminary report.
118. First meeting of creditors and contributories. ---The meeting of the creditors and contributories under section 331 for the purpose of determining whether there shall be a Committee of Inspection, and if so, what shall be its composition, shall be convened, held and conducted in the manner hereinafter provided for the holding and conducting of meetings of creditors and contributories.
119. Official liquidator to report result of meetings and apply for directions. ---(I) As soon as possible after the holding of the meetings referred to in rule 118, the official liquidator shall report the result thereof to the Court in Form No. 38.
(2) Where the meeting of the contributories has accepted in its entirety the decision of the creditors meeting as regards the constitution and composition of a Committee of Inspection and the persons who are to be members thereof. a Committee shall, subject to the provisions of section 332 be constituted in accordance with such decision, and the official liquidator shall set out in his report the names of the members of the Committee so constituted.
(3) ‘Where the meeting of the contributories has not accepted the decision of the creditors’ meeting in its entirety, the official liquidator shall, at the time of making his report as aforesaid, a apply to the Court for directions as to whether there shall be a Committee of Inspection, and. if so, what shall be its composition, and who shall be the members thereof, and the Court shall thereupon fix a date for the consideration of the resolutions and, determination of the meetings of the creditors and contributories.
(4) Notice of the date so fixed shall be advertised by the official liquidator in such manner as the Court shall direct not less than seven days before the date fixed in Form No. 39.
(5) On the date fixed for hearing of the said application for. direction the Court may, after hearing the official liquidator and any creditor or contributory or Registrar of Companies who may appear, appoint a Committee of Inspection, or dispense with the appointment of a Committee of Inspection, or pass such orders or give such directions in the matter, as the Court may think fit.
120. Application for order not to fill vacancy in Committee. ---An application by the official liquidator under the proviso to subsection (7) of section 332 for an order that a vacancy occurring in the Committee of Inspection shall not be filled, shall be made upon notice to the remaining members of the Committee of Inspection and such other persons as the Court may direct.
121. Liquidator and members of the Committee dealing with company’s assets. ---(I) Neither the liquidator nor any member of the Committee of Inspection shall, while acting as liquidator or member of such Committee in any winding up, either directly or indirectly, by himself or any employer, partner, clerk, agent, servant, or relative, become purchaser of any part of the company’s assets, except by leave of the Court.
(2) Any purchase made contrary to the provisions of sub-rule (1) may be set aside by the Court on the application of the liquidator, a creditor, contributory or the Registrar of
Companies and the Court may make such order as to cost as it may think fit.
122. Committee of Inspection not to make profit. ---(1) No member of the Committee’ of Inspection shall, except under and with the sanction of the Court, directly or indirectly, by himself, or any employer, partner, clerk, agent, servant or relative, be entitled to derive any profit from any transaction arising out of the winding up or to receive out of the assets any payment for services rendered by him in connection with the administration of the assets, or for any goods supplied by him to the liquidator for or on account of the company.
(2) Where any profit or payment is made contrary to the provisions of sub-rule (1) such payment shall, without prejudice, to any other liability be disallowed, or the profit shall be, recovered on the audit of the liquidator’s accounts or otherwise.
123. Cost of obtaining sanction of Court. ---in any case in which sanction of the Court is obtained under the last two preceding rules, the costs of obtaining such sanction shall be borne by the person in whose interest such sanction is obtained and shall not be payable out of the company’s assets.
124. Order sanctioning payment to Committee. ---(I) Where the sanction of the Court to a payment to a member of the Committee of Inspection for services rendered by him in connection with the administration of the company’s assets is obtained, the order of the Coat shall specify the nature of the services, and such sanction shall only be given where the service performed is of a special nature,
(2) Except under express sanction of the Court, no remuneration shall be paid to a member of the Committee for services rendered by him in the discharge of the duties attaching to his office as a member of such Committee.
125. Fixing a date for proving debt. ---Subject to the provisions of the Ordinance and subject to the directions of the Court, the official liquidator in a winding up by the Court
shall, and the liquidator in any other winding up may, fix a date which shall be not less than fourteen days from the date of the notice to be given under the next succeeding rule
on or before which the creditors of the company are to prove their debts or claims and to establish any title they may have to priority under section 405, or to be excluded from the benefit of any distribution made before such debts or claims are proved, or, as the case may be, from objecting to such distribution.
126. Notice to creditors. ---(I) The liquidator shall give not less than fourteen days notice of the date so fixed by advertisement in one issue each of a daily newspaper in the
English and Urdu circulating in the province in which the registered office of the company is situated, as he shall consider suitable in Form No.40
(2) The liquidator shall also give not less than fourteen days’ notice of the date fixed, in a winding up by the Court, to every person mentioned in the statement of affairs as a creditor, who has not proved his debt, and to every person mentioned in the statement of affairs as a preferential creditor, whose claim to be a preferential creditor has not been
established or is not admitted, or, where there is no statement of affairs, to the creditors as ascertained from the books of the company, and, in any other winding up, to each person who, to the knowledge of the liquidator, claims to be a creditor or preferential creditor of the company and whose claim has not been admitted, to the last known address or place of abode of such person in Form No. 41 and shall be sent to each creditor by pre-paid letter posted under certificate of posting.
(3) All the rules hereinafter set out as to the admission or rejection of proofs shall apply with the necessary variations to any claim to priority as a preferential creditor.
127. Proof of debt. ---(1) In a winding up by the Court, every creditor shall, subject as hereinafter provided, prove his debt, unless the Judge in any particular case directs that any creditors or class of creditors shall be admitted without proof.
(2) Formal proof of the debts mentioned in clause (d) of subsection (1) of section 405 shall not be required, unless the official liquidator shall in any special case otherwise direct in a winding up by the Court.
128. Mode of proof and verification thereof ---A debt tray be proved by delivering or sending by post to the liquidator, an affidavit verifying the debt made by the creditor or by some person authorised by him stating the authority and means of knowledge of the deponent:
Provided that, a creditor need not attend upon the investigation unless required to do so by the liquidator.
129. Contents of proof ---An affidavit in Form No. 42 proving a debt shall contain or refer to a statement of account showing the particulars of the debt substantiated by
vouchars, if any, and state whether the creditor is a secured creditor or a preferential creditor, and if so, shall set out the particulars of the security or of the preferential claim.
130. Workmen’s wages. ---(1) In any case where there are numerous claims for wages or accrued holiday remuneration by workmen and others employed by the company, it shall be sufficient if one proof for all such claims is made either by a foreman or some other person on behalf of all such creditors in Form No. 43 and annex a schedule setting forth the names of the workmen and others and the amounts severally due to them.
(2) Any proof made in compliance with sub-rule (1) shall have the same effect, as if separate proof has been made by each of the said workmen and other persons.
131. Production of bills of exchange and promissory notes. ---Where a creditor seeks, to prove in respect of a bill of exchange, promissory note or other negotiable instrument or security of alike nature on which the company is liable, such bill of exchange, note instrument or security shall be produced before the liquidator.
132. Value of debts . ---The value of all debts and claims against the company shall, as far as possible, he estimated according to the value thereof at the date of the order of the winding up of the company or where before the presentation of the petition for winding up, a resolution has been passed by the company for voluntary winding up, at the date of the passing of such resolution.
133. Discount. ---A creditor proving his debt shall deduct therefrom all trade discounts, if any.
134. Surcharge. ---On any debt or certain sum payable at a certain time or otherwise, whereon surcharge or compensation in any other form is not reserved or agreed for, and which is overdue at the date of winding up order, or the resolution, as the case may be, the creditor may prove for surcharge at a rate not exceeding ten per cent. per annum up to that date from the time when the debt or sum was payable if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing teas been made, giving notice that surcharge will be claimed from the date of demand until the time of payment.
135. Periodical payments. ---When any rent or other payment falls due at stated periods, and the order or resolution to wind up is made at any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of winding up order or resolution as if the rent or payment accrued due from day to day:
Provided that where the liquidator remains in occupation of the premises demised to a company which is being wound up, nothing herein contained shall prejudice or affect the right of the landlord of such premises to claim payment by the company, or the liquidator, of rent during the period of the company’s or liquidator’s occupation.
136. Proof of debt payable at a future time. ---A creditor, may prove for a debt not payable at the date of the winding up order or resolution, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only there out a rebate of compensation in any other form at the rate of ten per cent. per annum computed from the date of declaration of the dividend to the time when the debt would have become payable according to the terms on which it was contracted.
137. Examination of proof. ---The liquidator shall, with all convenient speed. examine every proof of debt lodged with him and the grounds of the debt, he may call for the production of the vouchers, if any, referred to in the affidavit of proof or require further evidence in support of the debt and cause the attendance of the creditor for investigation in person and for that purpose he shall fix a day and time at which the creditor is required to attend or to produce further evidence and send a notice to such creditor by prepaid registered post so as to reach him not later than seven days before the date fixed.
138. Official liquidator’s right to summon any person in connection with the investigation. ---(I) The official liquidator in a winding up by the Court, may summon any person whom he may deem capable of giving information respecting the debts to be proved in liquidation and may require such person. to produce any documents in his custody or power relating to such debts and may require such person to produce any documents in his custody or power relating to such debts and shall tender with the summons such sum as appears to the official liquidator sufficient to defray the travelling and other expenses of the person summoned for one day’s attendance.
(2) Where the person summoned under sub-rule (1) fails without lawful excuse to attend or produce any documents in compliance with the summons or avoids or evades service, the official liquidator may apply to the Court for the issue of a warrant for the apprehension of such person and production before him of such documents as may be required or for other appropriate orders.
139. Oaths. ---For the purpose of his duties in relation to the admission of proof, of debts, the official liquidator may administer oaths and take affidavits.
140. Costs of proof. ---Unless otherwise ordered by the Judge, a creditor shall bear the costs of proving his debt.
141. Acceptance or rejection of proof to be communicated. ---(1) After such investigation as he may think necessary, the liquidator shall in writing admit or reject the proof in whole or in part.
(2) Every decision of the liquidator accepting or rejecting a proof, either wholly or in part, shall be communicated to the creditor concerned by post under certificate of posting where the proof is admitted and by registered post for acknowledgement where the proof is rejected wholly or in part in Form No.44:
Provided that it shall not be necessary to give notice of the admission of a claim to a creditor who has appeared before the liquidator and the acceptance of whose claim has been communicated to him or his agent in writing at the time of acceptance.
(3) Notice of admission of proof shall be given in Form No. 45.
142. Appeal by creditor. ---(1) If a creditor is dissatisfied with the decision of the liquidator in respect of his proof, the creditor may, not later than fourteen days from the date of service of the notice upon him of the decision of the liquidator, appeal to the Court against the decision.
(2) The appeal shall be made by the Judge’s summons, supported by an affidavit which shall set out the grounds of such appeal, and notice of the appeal shall be given to the liquidator.
(3) The Court shall, while adjudicating an appeal under this rule have all the powers of an appellate Court under the Code.
143. Procedure where creditor appeals.- --(1) The liquidator shall, upon receiving notice of the appeal against a decision rejecting a proof wholly or in part, file with the Registrar such proof’ with the order containing the grounds of rejection.
(2) It shall be open to any creditor or contributory to apply to the Court for leave to intervene in the appeal, and the Court may, if it thinks fit, grant the leave subject to such terms and conditions as may be just.
(3) Where leave under sub-rule (2) is granted, notice of the hearing of the appeal shall be given to the creditor or as the case may be, contributory.
144. Official liquidator not to he personally liable for costs. ---The official liquidator shall in no case be personally ‘ liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.
145. Proof and list of creditors to be filed in Court. ---In a winding up by the Court, the official liquidator shall, within sixty days from the date fixed for the submission of proofs, under rule 125 of these rules or such further time as the Court may allow, file in Court a certificate in Form No. 46 containing a list of the creditors who submitted to him proofs of their claims in pursuance of the advertisement and the notices referred to in rule 126, the amounts of debts for which they claimed to be creditors, distinguishing in such list the proofs admitted wholly, the proofs admitted or rejected in part, and the proofs wholly rejected alongwith the proofs and the memorandum of admission or rejection of the same in whole or in part, as the case may be, endorsed thereon.
146. List of creditors not to be varied ---(1) The list as certified by the official liquidator and filed ill the Court shall be the list of the creditors of the company, and shall not be added to or varied except under orders of the Court and in accordance with such orders.
Where an order is made for adding to or varying the list of creditors, the official liquidator shall amend the list in accordance with-such order.
147. Notice of filing the list and inspection of the same. ---Upon the filing of the certificate containing the list of creditors as settled by the official liquidator, the Registrar shall notify the filing thereof on the Court notice board, and the certificate and the list of creditors as settled and the proofs relating thereto shall be open to the inspection of every creditor or contributory on payment of a fee of ten rupees.
148. Expunging of proof, ---(I) If after the admission of a proof, the liquidator has reason to think that the proof has been improperly admitted or admitted by a mistake, he may apply to the Court upon notice to the creditor who submitted the proof, to expunge the proof or reduce its amount, as the case may be.
(2) Any creditor or contributory may also apply to the Court to expunge a proof or reduce the amount thereof, if the liquidator declines to move in the matter, and on such application, the Court may pass such orders as it may think just.
149. Procedure on failure to prove the debt within the time fixed. ---If any creditor fails to file proof of his debt with the liquidator within the time specified in the advertisement referred to in rule 126, such creditor may apply to the Court for relief, and the Court may, thereupon, adjudicate, upon the debt or direct the liquidator to do so.
150. Right of creditor who has not proved debt before declaration of dividend. ---Any creditor who, has not proved his debt before the declaration of any dividend or dividends shall be entitled to be paid out of any money for the time being in the hands of the liquidator available for distribution of dividend, any dividend or dividends, which he may have failed to receive before that money is applied to the payment of any further dividend or dividends, but he shall not be entitled to disturb the distribution of any dividend declared before his debt was proved by reason that he has not participated therein.
151. Payment of subsequent surcharge. ---In the event of there being a surplus after payment in full of all the claims admitted to proof, creditors whose proofs have been admitted shall be paid surcharge from the date of the winding up order or of the resolution, as the case may be, up to the date of the declaration of the final dividend, at a rate not exceeding ten per cent. per annum, on the admitted amount of the claim, after adjusting against the said amount the dividends declared as on the date of the declaration of each dividend
152. Provisional list of contributories. ---(1) Unless the Court dispenses with the settlement of a list in Form No. 47 of contributories, the official liquidator shall prepare and file in the Court not later than twenty-one days after the date of the order on the application for directions referred to in Rule 117, a provisional list of contributories of the company, with their names and addresses, the number of shares or the extent of interest to be attributed to each contributory, the amount called up and the amount paid up in respect of such shares or interest, and distinguishing in such list the several classes of contributories.’
(2) The list shall consist of every person who was a member of the company at the commencement of the winding up or his representative and shall be divided into two parts, the first part. consisting of those who are contributories, in their own right, and the second part of those who are contributories as being representatives of, or, liable for the debts of others.
153. Notice to be given of date of settlement of list. ---(1) Upon the filing of the provisional list, the official liquidator shall, subject to any directions of the Judge on the application for directions referred to in rule 117 of these rules, fix a date not later than thirty days from the date of the filing of the provisional list for the settlement of the list
before him, and shall give notice thereof to every person included in such list stating in such notice in what character and for what number of shares or extent of interest such person is included in the list, the amount called up and the amount paid up in respect of such shares or interest.
(2) The notice referred to in sub-rule (1), shall be in Form No. 48 and shall be sent by prepaid letter post under certificate of posting to every person included in the list at the address mentioned therein so as to reach him in the ordinary course of post not later than fourteen days before the date fixed for the settlement.
(3) The person who posted the notices shall swear through an affidavit relating to the depatch thereof and the affidavit shall be filed with the proceedings.
154. Settlement of the list .---On the date fixed for the settlement of the list, the official liquidator shall hear any person who objects to being settled. as a contributory or to being settled as a contributory in such character or for such number of shares or extent of interest as are specified in the provisional list, and after such hearing, shall finally settle the list and thereafter it shall be considered as the list of contributories of the company.
155. Certificate of final settlement to be filed in the Court. ---Within seven days after the settlement of the list, the official liquidator shall file in the Court a certificate of the list of contributories as finally settled by him in Form No.49.
156. Notice of settlement to contributories. ---(1) Upon the filing of the certificate, the official liquidator shall forthwith give notice to every person placed on the list of contributories as finally, settled, stating in what character and for what number of shares or interest he has been placed on the list, what amount has been called up and what amount paid up in respect of such shares or interest, and in the notice he shall inform such person that any application for the removal of his name from the list or for a ‘variation of the list, must be made to the Court within twenty-one days from the date. of service on the contributory of such notice in Form No. 50 and shall be sent to each person settled on the list by prepaid registered post for acknowledgement, at the address specified in the list.
(2) An affidavit of service relating to the despatch of the notices to the contributories under this rule shall be sworn to by the persons. who dispatched the said notices and shall be filed in the Court within fourteen days of the filing by the official liquidator of his certificate of the list of contributories under rule 155 of these rules.
157. Supplemental list of contributories. ---The official liquidator may from time to time add to the list of contributories by a supplemental list or lists and any such addition shall be made in the same manner as the settlement of the original list.
158. Variation of the list. ---(1) Save as provided in the last preceding rule, the certificate of the list of contributories shall not he varied and no person settled on the list as a contributory shall be removed from the list, or his liability in any way varied. except by order of the Court.
(2) Where the Court makes an order varying the list of contributories, the official liquidator shall amend the list in accordance with such order.
159. Application by official liquidator for rectification of list. ---If after the settlement of the list of contributories the official liquidator has reason to think that a contributory who had been included in the provisional list has been improperly or by mistake excluded or omitted from the list of contributories as finally settled or that the character in which or the number of shares or extent of interest for which he has been included in the list as finally settled or any other particular contained. therein requires rectification in any respect he may, upon notice to the contributory concerned, apply to the Court for such rectification of the list as may be necessary and the Court may, on such application rectify or vary the list as it may think fit.
160. Application by contributory to vary the list. ---(1) Subject to the power of the Court to extend the time or to allow an application to be made notwithstanding the expiration of the time specified for that purpose, no application to the Court by any person who objects to his being settled on the list of contributories as finally settled by the official liquidator shall he entertained after the expiration of twenty-one days from the date of service on such person of the notice of the settlement of the list.
(2) An order varying a list of contributories shall be in Form No. 51, and an order rectifying the Register of Members and the list of contributories shall be in Form No.52.
161. Official liquidator not to he personally liable for costs. ---The official liquidator shall not in any case be personally liable to pay any costs of, or in relation to, an application to set aside, or vary his act or decision settling the name of a person on the list of contributories of a company.
162. List of contributories consisting of past members. ---(I) It shall not be necessary to settle a list of contributories consisting of the past members of a company unless so ordered by the Court.
(2) Where an. order is made for settling a list of contributories consisting of the past members of a company, the provisions of these rules shall apply to the settlement of such list in the same manner as they apply to the settlement of the list of contributories consisting of the present members.
163. List of contributories under section 104 (1) (ii). ---Where on the application of a creditor made under clause (ii) of subsection (1) of section 104 the Court thinks fit to direct that a list of persons liable to contribute to his debt or claim be settled, such list shall be settled in the same manner as a list of ordinary contributories of a company in a winding up.
164. Court meetings liquidators meetings’ and ‘Voluntary Liquidation meetings’. ---(I) In addition to the meetings of creditors and contributories which may be directed to be held by the Court under section 422, hereinafter referred to as Court meetings of creditors and contributories, the official liquidator may, in a winding up by the Court, as and when he thinks fit, summon and hold meetings of the creditors and contributories, hereinafter referred to as liquidator’s meetings of creditors and contributories, for the purpose of ascertaining their wishes in all matters relating to the winding up and such meetings shall be summoned, held and conducted in the manner provided by these rules and subject to the control of the Court.
(2) In a creditors’ voluntary winding up, the liquidator may himself from time to time summon, hold and conduct meetings of creditors hereinafter called voluntary liquidation meetings, for the purpose of ascertaining their wishes in all matters relating to the winding up which he is required to convene immediately before such winding up.
165. Application of rules to meetings. ---Except where and so far as the nature of the subject matter or the context may otherwise require the rules ac to meetings as hereinafter set out shall apply to the Court meetings, liquidator’s meetings of creditors and contributories and voluntary liquidation meetings:
Provided that in the case of Court meetings, the rules shall apply subject to any directions given by the Court.
166. Notice of meeting. ---(1) The liquidator shall summon all meetings of creditors and contributories by giving not less than fourteen 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 Urdu circulating in the Province in which the registered office of the company is situate as the liquidator may consider suitable, and by sending individually to every creditor, and to every contributor of the company notice of the meeting of contributories by prepaid letter post under certificate of posting so as to reach such person in the ordinary course of post not less than fourteen days before the date fixed for the meeting.
(2) The notice to each creditor shall be sent to the address given in his proof or, if he has not proved, to the address given in the statement of affairs, or if there is no statement of affairs, 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.
(3) 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.
(4) In the case of meetings under section 379, the continuing liquidator, or if there is no continuing liquidator, any creditor may summon the meeting.
(5) The notices shall be in such of the Form Nos. 53 to 57 as may be appropriate, and Form Nos. 56 and 57 may be used in the case of voluntary liquidation meetings.
(6) This rule shall not apply to meetings convened under section 373 or section 382.
167. Place and time of meeting. ---(1) Every meeting shall be held at such place and time as the person convening the same considers most convenient for the majority of the creditors or contributories or both.
(2) Different times or places or both may, if thought fit, be appointed for the meetings of creditors and the meetings of contributories.
168. Notice of first or any other meeting to officers of company. ---(I) In a winding up by the Court, the official liquidator shall also give to each of the officers of the company, who in his opinion ought to attend the first or any other meeting of creditors or contributories, fourteen days, notice of the time and .place appointed for such meeting. The notice may either be delivered personally or sent by registered post for acknowledgement as may be convenient. It shall be the duty of every officer who receives notice in Form No. 58 of such meeting, to attend if so required by the liquidator, and if any such officer fails to attend, the liquidator may report such failure to the Court.
(2) The official liquidator, if he thinks fit, may, instead of requiring any of the officers of the company to attend the meeting as aforesaid, require such officer to answer any interrogatories or to furnish in writing any information that he may require for purposes of such meeting, and if such officer fails to answer the interrogatories or furnish such information, he shall report such failure to the Court.
169. Proof of notice. ---(1) An affidavit by the official liquidator that such notices have been duly sent, shall be sufficient evidence of the notices having been sent to the persons to whom the same were addressed.
(2) In the case of the Court meetings, the affidavit shall be filed in the Court and in the case of liquidator’s meetings, the affidavit shall be kept on the records of the official liquidator.
170. Costs of calling meetings at the instance of creditor or contributory. ---Where a creditor or contributory desires the liquidator to convene a meeting, the liquidator may require such creditor or contributory to deposit as a condition precedent thereto a sum sufficient for the costs thereof, to be computed as hereinafter provided; and on any application to the Court by a creditor or contributory, to direct the liquidator to convene a meeting, the Judge may, if he thinks fit, require the applicant to deposit a similar sum for such costs. Such sum shall include all disbursements necessary to be made for printing, stationery, postage and hire of room, to be calculated at the rate of ten rupees for each creditor or contributory up to the first twenty-five creditors or contributories and five rupees for each additional creditor or contributory exceeding the first twenty-five creditors or contributories. The sum so deposited shall be repaid to the person depositing the same out of the assets of the company, if the Court shall by order, or if the creditors shall by resolution, so direct.
This rule shall not apply to meetings to be summoned by the official liquidator under section 338 (2) or to a meeting summoned at the instance of a creditor under section 379.
171. Chairman of meeting. ---(1) Where a meeting is summoned by the liquidator, the liquidator, of some person nominated by him in Form No.59, shall be the chairman of the meeting.
(2) At every other meeting of creditors or contributories, not being Court meetings of creditors and contributories, the chairman shall be such person as the meeting by resolution shall appoint:
Provided that, this shall not apply to meetings convened under section 373.
172. Resolution at creditors’ meeting. ---(1) At a meeting of the creditors, a resolution shall be deemed to be passed, when a majority in number and value of the creditors present personally or by proxy, and voting on the resolution have voted in favour of the resolution.
(2) In a winding up by the Court, the value of a creditor shall, for the purposes of first meeting of the creditors or of a meeting held under section 331, 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.
173. Resolution of contributories meeting. ---(1) At a meeting of the contributories, a resolution shall be deemed to be passed when a majority in number and value of the contributories present personally or by proxy and voting on the resolution have voted in favour of the resolution.
(2) The value of the contributories shall be determined according to the number of votes to which each contributory is entitled as member of the company under the provisions of the Ordinance, or the regulations of the company, as the case may be.
174. Copies of resolutions to be filed. ---(1) In a winding up by the Court, the official liquidator shall file in Court a copy certified by him of every resolution passed at a meeting of creditors or contributories.
(2) In each case, the Registrar shall maintain the record of such resolutions.
175. Non-receipt of notice by a creditor or contributory. ---Where a meeting of creditors or contributories is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Court otherwise orders, be valid notwithstanding that some creditors or contributories may not have received the notice sent to them. ‘
176. Adjournments. ---The chairman of the meeting may, with the consent of the meeting adjourn it for a period not exceeding fourteen days, but 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 Court otherwise orders.
177. Quorum.- --A meeting may not act for any purpose except for adjournment thereof unless there are present or represented thereat in the case of creditors’ meeting at least three creditors entitled to vote or in the case of a meeting of contributories at least three contributories, or all the creditors entitled to vote or all the contributories if the number of creditors entitled to vote or the number of contributories as the case may be does not exceed three.
178. Procedure in the absence of quorum.-- -(1) If, within half an hour from the time appointed for the meeting, a quorum of creditors or contributories as the case may be, is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place, or to such other day or time or place as the chairman may appoint, but the day appointed shall be not less than seven or more than fourteen days from the day from which the meeting was adjourned.
(2) If at such adjourned meeting, a quorum be not present, two creditors or contributories present in person shall form a quorum and may transact the business for which the meeting was convened.
179. When creditor can vote. ---(1) In the case of a meeting of creditors held under section 331 or of any adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the official liquidator, not later than the time mentioned for that purpose in the notice convening the meeting, a proof of the debt which he claims to be due to him from the company.
(2) In the case of other meetings of creditors a person shall not be entitled to vote as a creditor unless he has lodged with tile official 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:
Provided that these conditions shall not apply to a Court meeting of creditors held prior to the meeting of creditors under section 331:
Provided further that this rule shall not apply to any creditors or class of creditors who by virtue of these Rules or any directions given thereunder are not required to prove their debts, or to any voluntary liquidation meetings.
180. Cases to which creditors may not vote. ---A creditor shall not vote in respect of any unliquidated or contingent debt of or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current. bill of exchange or promissory note held by him unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom no order of adjudication has been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for purposes, of dividend, to deduct it from his proof.
181. When secured creditor can vote. ---(I) For the purposes of voting at a meeting, in a winding up by the Court, a secured creditor shall, unless he surrenders his security. state in his proof the particulars of his security, the date when it was given and the value at which he assesses it, and shall be entitled to vote only in respect of the balance due to him, if any, after deducting the value of his security.
(2) For the purposes of voting at any voluntary liquidation meetings, a secured creditor shall, unless he surrenders his security, lodge with the liquidator, or where there is no liquidator, at the registered office of the company, before the meeting, a statement giving the particulars of his security, the date when it was given and the value at which he assesses it, and shall be entitled to vote only in respect of the balance due to him, if any after security deducting the value of his security.
182. Effect of voting by a secured creditor. ---If a secured creditor votes in respect of his whole debt, he shall be deemed to have surrendered his security, unless the Court on application made by him in this behalf is satisfied that the omission to value the security was due to inadvertence.
183. Procedure when secured creditor votes without surrendering security. ---The liquidator may within 21 days from the date of the meeting at which a secured creditor voted on the basis of his valuation of the security, require him to give up the security for the benefit of the creditors generally on payments of the value so estimated by him, and may, if necessary, apply to the Court for an order to compel such creditor to give up the security:
Provided that the Court may, for good cause shown, permit a creditor to correct his valuation before being required to give up the security, upon such terms, as to costs as the Court may consider just.
184. Admission or rejection of proofs for purposes of voting. ---(1) The chairman of the meeting shall have power to admit or reject a proof for the purpose of voting but his decision shall be subject to appeal to the Court.
(2) Where it is doubtful whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.
185. Minutes of proceedings. ---(1) The chairman of the meeting shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in the Minutes Book and the minutes shall be signed by him or by the chairman of the next meeting.
(2) A list of creditors and contributories present at every meeting shall be maintained in Form No. 60.
186. Report of Court meetings. ---Where a meeting is summoned under the direction of the Court, the chairman shall, within the time fixed by the Court, or if no time is fixed, within seven days of the conclusion of the meeting, report the result thereof to the Court in Form No. 61.
187. Voting by proxies. ---(I) A creditor or contributory may vote either in person or by proxy.
(2) Where a person is authorised in the manner provided by section 162 to represent a corporation at any meeting of creditors or contributories, such person shall produce to the official liquidator or other chairman of the meeting, a copy of the resolution authorising him for such representation duly certified to be a true copy by a director, the manager, the secretary or other officer of the company authorised in that behalf.
188. Form of proxies. ---A creditor or contributory may give a general proxy or a special proxy to any person in Form No. 62.
189. Proxies to liquidator or chairman. ---A creditor or contributory in a winding up by the Court may appoint the official liquidator, and in a voluntary winding up, the liquidator, or if there is no liquidator, the chairman of the meeting to act as his general or special proxy.
190. Use of proxies by deputy. ---Where an official liquidator who holds any proxies cannot attend the meeting for which they are given, 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.
191. Forms to be sent with notice. ---Forms of proxies shall be sent to the creditors and contributories with the notice summoning the meeting.
192. Proxies to be lodged. ---A proxy shall be lodged not later than 48 hours before the meeting at which it is used, with the official liquidator in a winding up by the Court, with the company at tits registered office for a meeting under section 173 and with the liquidator, or if there is no liquidator, with the person named in the notice convening the meeting to receive the same, in a voluntary winding up
193. Holder of proxy not to vote on matter in which he is financially interested.---No person acting either under a general or special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the company otherwise than as a creditor rateably with the other creditors of the company.
194. Minor not to be appointed proxy.- --No. person shall be appointed as a general or special proxy who is a minor.
195. Filling in proxy where creditor or contributory is blind or incapable. ---The proxy of a creditor or a contributory blind or incapable of writing may be accepted if such creditor or contributory has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address: provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the creditor or contributory before he attach his signature or mark.
196. Attendance at proceedings. ---(I) Save as otherwise provided by these rules or by an order of Court, every person for the time being on the list of contributories of the company and every creditor whose debt has been admitted by official liquidator wholly or in part shall be at liberty at this own expense to attend the proceedings before the Court or, before the official liquidator and shall be entitled upon payment of the costs occasioned thereby to have notice of all such proceedings as he shall, by request in writing addressed to. the official liquidator, desire to have notice of; but if the Court shall be of opinion that the attendance of any such person occasioned any additional costs which ought not to be borne by the funds of the company, it may direct such costs or a gross sum in lieu thereof to be paid by such person and such person shall not be entitled to attend any further proceedings until he had paid the same.
(2) No contributory or creditor shall be entitled to attend any proceedings before the
Judge unless and until he or an advocate on his behalf has filed an appearance with the Registrar.
(3) The Registrar shall keep an “Appearance Book” in which all such appearances shall be entered.
(4) The Appearance Book shall be open to the inspection of the official liquidator.
(5) The Court may, if it thinks fit, appoint from time to time any one or more of the creditors or contributories to represent before the Court at the expense of the company all or any class of creditors or contributories upon any question or in relation to any proceedings before the Court, and may remove any, person so appointed.
(6) Where more than one person is appointed to represent one class of ‘creditors or contributories, the persons so appointed, shall employ the same advocate to represent them, and where they fail to agree as to the advocate to be employed, the Judge may nominate an advocate for them.
197. Powers of official liquidator. ---The duties imposed on the Court by subsection (1) of section 339 with regard to the collection of the assets of the company and the application of the assets in discharge of the company’s liabilities shall be discharged by the official liquidator as an officer of the Court subject to the control of the Court.
198. Official liquidator to the in the position of a receiver. ---For the discharge by the official liquidator of the duties imposed by subsection (1) of section 339 and the last preceding rule the official liquidator shall, for the purpose of acquiring and retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the Court, and the Court may on his application enforce such acquisition or retention accordingly.
199. Company’s property to the delivered to official liquidator on requisition.---(1) The powers conferred on the Court by section 340 may be exercised by the official liquidator.
(2) Any contributory for the time being on the list of contributories, trustee. receiver, banker or agent or officer of a company which is being wound up under order of the
Court, shall on notice from the official liquidator and within such time as he shall by notice in Form No. 63 require, pay, deliver, convey, surrender or transfer to or into the hands of the official liquidator any money, property or document, books or papers which happened to be in his hands for the time being and to which the company. is prima facie entitled.
(3) Where a person fails to comply with the notice under sub-rule (2) the official liquidator may apply to the Court for appropriate orders.
200. Calls by the official liquidator. ---The powers and duties conferred upon the Court by section 342 in relation to making calls, may be exercised by the official liquidator as hereinafter provided as an officer of the Court.
201. Official liquidator to realise uncalled capital. ---Notwithstanding any charge or encumbrance on the Uncalled capital of the company, the official liquidator shall alone be entitled to call and realise the uncalled capital of the company and to collect the arrears, if any, due on calls made prior to the; winding up, but shall hold all moneys so realised subject to the lights, if any, of the holder of any such charge or encumbrance.
202. Application for leave to make call .---At any time after the settlement pf the list ‘of contributories, the official liquidator may apply in Form No.64 to the Court to make a call on the contributories stating the proposed amount of such call supported by the affidavit of the official liquidator in Form No. 65.
203. Notice of application. ---(1) Notice of an application to make a call shall be served on every .contributory proposed to be included in such call by post under certificate of posting so as to reach such contributory, in the ordinary course of post not less than seven days before the date appointed for the hearing thereof, or if the Court so directs, notice of the application may be given by advertisement in Form No. 66, in such papers as the Court shall direct not less than seven clear days before the date appointed for the hearing, without a separate notice to each contributory.
(2) The affidavit of service relating to the despatch of notice to each contributory, or to the advertisement, as the case may be, shall be filed three days before the date fixed for the hearing.
204. Order making a call and document making the call . ---(I) The order to make a call shall be in Form No. 67 and shall contain directions as to the time within which such calls shall be paid.
(2) When an order has been made granting leave to make a call the official liquidator shall file in Court document making the call in Form No. 68 with such variations as circumstances may require.
205. Service of notice of call. ---Soon after filing the document making the call under the last preceding rule, the official liquidator shall serve, by registered post, a copy of the order granting leave to make the call upon each of the contributories included in such call together with a notice in Form No.69 specifying the amount or balance due from such contributory in respect of such call.
The order to make a call need not be advertised unless the Court otherwise orders for any special reason.
206. Order for payment of call. ---(l) The official liquidator may apply in Form No. 70 supported by an affidavit in Form No. 71 to the Court for an order against any contributory or contributories who defaults in payment of moneys due on the calls made pursuant to order of the Court.
(2) Notice of the application together with a copy of the affidavit shall be served on the contributory by registered post for acknowledgement not less than fourteen days before the date fixed for the hearing of the summons.
(3) The order for payment shall be in Form No. 72.
207. Other moneys due by contributories. ---(1) When any money is due to the company from a contributory or from the estate of the person whom he represents, other than moneys due on calls made subsequent to the winding up, but including moneys due on calls made prior to the winding up, the official liquidator may make an application to the Court supported by affidavit for an order against such contributory for the payment of such moneys.
(2) Notice of the application shall be given to such contributory by registered post not less than fourteen days prior to the date fixed for the hearing of the application.
208. Application for examination under section 351. ---(1) An application in Form No. 73 for the examination of a person under section 351 may be made ex parte, provided that where the application is made by any person other than the official liquidator, notice of the application shall be given to the official liquidator.
(2) Where the application under sub-rule (1) is by the official liquidator. It shall be accompanied by a statement signed by him setting forth the facts on which the application is based.
(3) Where the application is made by a person other than the official liquidator, the summons shall be supported by an affidavit of the applicant setting forth the matters in respect of which the examination is sought and the grounds, relied on in support of the summons.
209. Directions at hearing of summons. ---(1) Upon the hearing of the summons the
Judge may, if satisfied that there are grounds for making the order, make an order directing the issue of a summons against the person named in the order in Form No. 74 for his examination and or for the production of documents.
(2) Unless the Judge otherwise directs the examination of the person referred to in sub-rule (1) shall be held in Chambers.
210. Examination on commission or by interrogatories. ---The Court, may, if it thinks fit, instead of issuing a summons, to any person for his appearance before the Court for examination, issue a commission to the District Judge within whose jurisdiction such person resides for the examination of such person, or make an order for his examination by interrogatories, as the Court may think fit.
211. Service of the summons. -- -(1) The summons issued in pursuance of the order shall be served on the person to be examined not less than seven days before the date fixed for the examination.
(2) There shall be paid or tendered to the person summoned alongwith the summons a reasonable sum for his expenses to be fixed by the Judge or Registrar with due regard to the scale of fees in force in the Court.
(3) Where the summons is served by registered post, such sum shall be sent to such person by postal money order or bank draft.
212. Conduct of the examination. ---(1) The official liquidator shall have the conduct of an examination under section 351 , provided that the Court tray, if for any reason it thinks fit to do so, entrust the conduct of the examination to any contributory or creditors.
(2) Where the conduct of the examination is entrusted to any person other than the official liquidator, the official liquidator shall be entitled to be present at the examination in person or by advocate and may take notes of the examination for his own use and- put such questions to the person examined as the Court tray allow.
(3) Save as provided under sub-rules (1) and (2), no person shall be entitled to take part in an examination under section 351 except the official liquidator and his advocate, but any person examined shall be entitled to have the assistance of his advocate who may re-examine the witness:
Provided that the Court tray permit, if it thinks fit, any creditor or contributory to attend the examination subject to such conditions as it tray impose.
(4) Notes of the examination may be permitted to be taken by the witness or any person on his behalf on his giving an undertaking to the Court that such notes shall be used only for the purpose of the re-examination of the witness.
(5) On the conclusion of the examination, the notes refereed to in sub-rule (4) shall, unless otherwise directed be handed over to the Court for destruction.
213. Notes of the deposition. ---(I) The notes of the deposition of a person examined under section 351 shall be signed by such person and shall be lodged in the office of the, Registrar.
Provided that such notes shall not be open to the inspection of any creditor, contributory or other person, except the official liquidator nor shall a copy thereof or extract therefrom be supplied to any person other than the official liquidator except under orders of Court.
(2) The Court may from time to time give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies thereof or extracts therefrom.
214. Order for public examination under section 352. ---(1) Where an order is made for the examination of any person or persons under section 352, the examination shall be held before the Judge, provided that in the case of a High Court, the Judge may direct that the whole or any part of the examination of any such person or persons, be held before any of the officers mentioned in subsection (10) of the said section as may be mentioned in the order.
(2) Where the date of the examination has not been fixed by the order, the official liquidator shall take an appointment from the Judge, or officer before whom the examination is to be held as to the date of the examination.
(3) The order directing a public examination shall be in Form No. 75.
(4) The Judge tray, if he thinks fit, either in the order for examination or by any subsequent order, give directions as to the specific matters on which such person is to be examined.
215. Notice of public examination. ---Not less than seven clear days before the date fixed for the examination, the official liquidator shall give notice thereof to. the creditors and contributories of the company by advertisement in Form No.76 in such newspapers as the Judge shall direct and shall within the same period, serve, either personally or by registered post, on the person or persons to be examined, a notice in Form No. 77 of the date and hour fixed for the examination. Where a public examination is adjourned, it shall not be necessary to advertise the adjournment or serve notice thereof unless otherwise ordered.
216. Adjournment of public examination to Court. ---Where on an examination held before an officer appointed by the Judge under rule 214 such officer is of the opinion that the examination is being unduly or unnecessarily protracted or, fair any other sufficient cause, he is of the opinion that the examination should be held before the Judge, such officer may adjourn the examination of any person or hold the examination himself or pass such orders as he may think it.
217. Procedure for contumacy. ---If a person examined before an officer appointed by the Judge under rule 214 of these rules refuses to answer to the satisfaction of such officer he shall report such refusal to the Judge and upon such report being made the person an default shall be in the same position and be dealt with in the same manner as if he had made default in answering before the Judge.
(2) The report shall be in writing and, shall set forth the question or questions put and the answer or answers given (if any) by the person examined and the officer shall notify the person examined of the date when he should attend before the Judge. The report shall be in Form No. 78. Upon receiving the report, the Judge may take such action thereon as he shall think fit.
218. Notes of examination. ---The notes of every public examination shall, after being signed as required by subsection (8), of section 352 form part of the records of winding up. The official liquidator, the person examined and any creditor or contributory of the company, shall be entitled to obtain copy thereof from the Court on payment of the prescribed charges.
219. Application under section 352(7). ---An application under subsection (7) of section 352 by any person ordered to be publicly examined to be exculpated from any charges made or suggested against him shall be made upon notice to the official liquidator and to such other persons as the Court may direct.
220. Default in attending examination under section 351 or 352. ---If any person who has been directed by the Court to attend for examination under section 351 or section 352 fails to attend, at the time and place appointed for holding or proceeding with the same and not good cause is shown by him for such failure, or if before the day appointed for such examination the official liquidator satisfies the Court that such person has absconded or that there is reason to believe that he is about to abscond with a view to avoiding the examination, the Court may, if satisfied that notice of the date and hour fixed for the examination was duly served on such person, issue without any further notice a warrant in Form No. 79 for the arrest of the person required to attend, or make such other order as the Court thinks Just.
(2) Every warrant of arrest of any person issued under these rules shall remain in force until it is cancelled by the Court which issued it or by the Court to which appeals ordinarily lie from the decisions of such Court, or until it is executed.
221. Prison to which person arrested or warrant is to be taken. ---Where the Court issues a warrant for the arrest of a person under these Rules, the prison (to be named in the warrant) to which the person shall be committed shall, unless the Court otherwise orders, be the prison to which commitments are made by the Court in the exercise of its ordinary civil jurisdiction.
A warrant committing a person to prison shall be in Form No. 80 and an order releasing him on bail in Form No. 81.
222. Execution of warrant of arrest outside ordinary jurisdiction of Court. ---(I) Where a warrant has been issued by the, Court under these rules for the arrest of any person who is or is believed to be outside the ordinary jurisdiction of the Court, the Court issuing the warrant may send the warrant of arrest for execution to the District Court or to other Court as it may deem fit and therefore that Court shall execute the same in accordance with its practice and procedure.
223. Public examination under section 392. ---Where, in a voluntary winding-up, an order is made under section 392 for the public examination of any of the persons mentioned in the said section, the rules relating to a public examination under section 52 in a winding up by the Court shall apply mutatis mutandis is respect of such examination.
224. Applications under section 412 or 413. ---(1) An application under subsection (1) of section 412 or under subsection (1) of section 413 shall be made by a summons returnable in the first instance in chambers.
(2) The summons shall state the nature of the declaration or order for which the application is made, and the grounds of the application and shall be served on every person against whom an order is sought not less than seven days before the day named in the summons for the hearing of the application.
(3) It shall not be necessary to file any affidavit or report before the return of the summons.
(4) The summons shall be in Form Nos. 82 and 83 with such variations as may be necessary.
225. Directions at preliminary hearing of summons. ---On the return of the summons under rule 224, the Court may give such directions as it shall think fit as to whether points of claim and defence in Form No. 84 or 85 are to be delivered, as to the taking of evidence wholly or in part by affidavit or orally, as to the cross-examination, before the, Judge on the hearing, either in Court or in Chambers, of any deponents to affidavits in support of or in opposition to the application, as to any report it may require the liquidator to make, and generally as to the procedure on the summons and for the hearing thereof.-:3 ‘°l
226. Liberty
(2) A copy of the notice shall be filed with the Registrar two clear days before the day fixed for the hearing of the application.
227. Application for disclaimer. ---(I) An application for leave to disclaim any part of the property of a company pursuant to subsection (1) of section 407 shall be made by a summons supported by an affidavit setting out the full facts relating to the property, the parties interested and the nature of their interests, and stating whether the company is solvent and whether any notice has been served on the liquidator by any party under subsection (4), of the said section requiring him to elect whether or not he will disclaim.
(2) Forms Nos. 86 to 92 shall be used matters relating to disclaimer with such variations as may be necessary.
228. Preliminary hearing of the summons.- --The summons shall be placed before the
Court exparte in the first instance for directions as to the persons on whom notice of the summons should be served, and the Court shall thereupon fix a date for the bearing of the summons and give such directions as may be necessary as to the persons on whom notice of the summons should be served.
229. Claimant to furnish statement of his interest. ---Where a person claims to be interested in any part of the property of a company which the liquidator wishes to disclaim, such person shall, if so required by the liquidator, furnish a statement of the interest claimed by him.
230. Service of notice. ---Notice of the date fixed for the hearing of the summons shall be in Form No. 93 and shall be served not less than seven days before the date fixed for the hearing together with a copy of the summons and of the affidavit filed in support thereof requiring that any affidavit-in-opposition to the summons shall be filed in the Court and a copy thereof served on the liquidator of the company not later than two days before the date fixed for the hearing.
231. Order granting leave to disclaim. ---On the hearing of the summons, the Court may after hearing the liquidator and such parties as may appear in response to the notices issued, and such other persons appearing and interested as the Court may think fit to hear, grant leave in Form No. 94 to the liquidator and to disclaim on such terms and conditions, if any, as to the Court may seem just.
232. Disclaimer to be filed in Court. ---(I) Every disclaimer shall be filed in Court in Form No-95 by the liquidator and shall not be operative until it is so filed containing particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given.
(2) Notice in Form No. 96 of the filing of the disclaimer shall be given to the persons interested in the property.
(3) Where a disclaimer has been filed in Court, the liquidator shall file a copy thereof with the Registrar of Companies.
233. Vesting of disclaimed property. ---(1) Where the disclaimed property is a leasehold interest and an application is made under subsection (6) of section 407 for an order vesting the property in any person and it appears that there is an under lessee or mortgagee or holder of a charge by way of demised in respect of such property, claiming under the company, the Court may direct that notice shall be given to such under lessee, mortgagee or holder of charge. that, if he does not elect to accept and apply for a vesting order upon the terms required by the abovementioned subsection and other terms as the Court may think just, within a time to be fixed by the Court and stated in the-notice, he will be excluded from all interest in and security upon the property.
(2) The court may adjourn the application for giving notice under sub-rule(1) and for such under lessee, mortgagee or holder of charge, to be added as a party to and served with a copy of the application, and to make, if he sees fit, such election and, application as is mentioned in the notice.
(3) Where till the expiration of the time fixed by the Court, under-lessee, mortgagee or holder of charge, fails to make election and application referred to in -sub-rule (2) the Court, may make an order vesting the property in the applicant or other person who, in the opinion of the Court may be entitled thereto, and excluding such under-lessee, mortgagee or holder of charge, from all interest in or security upon the property.
234. No claim to be compromised or abandoned without sanction of Court. ---In a winding up by or subject to the supervision of the Court, no claim by the company against any person shall be compromised or abandoned by the liquidator without the sanction of the Court upon notice to ‘such person as the Court may direct.
235. Application for sanction of compromise. ---(I) Every application for sanction of a compromise or arrangement with any person under clauses (ii) and (iii) of subsection (1) of section 421 shall be accompanied by a copy of the proposed compromise or arrangement and shall be supported by an affidavit of ,the liquidator stating that for the reasons set out in the affidavit he is satisfied that the proposed compromise or arrangement is beneficial to the company.
(2) The Court may, if it thinks fit, direct notice of the application to be given to the Committee of Inspection, if there is one and to such other person as it may think fit.
236. Sale
237. Procedure at sale. ---(I) Every sale shall be held by the official liquidator, or, if the Judge so directs, by an agent or an auctioneer approved by the Court, and subject to such terms and conditions including fixation of a reserve price, if any, as may be approved by the Court.
(2) All sales shall be made by public auction or by inviting sealed tenders or in such manner as the Judge may direct.
238. Expenses of sale. ---Where property forming part of a company’s assets is sold by the official liquidator through an auctioneer or other agent, the gross proceeds of the sale shall, unless, the Court otherwise orders, be forthwith paid over to the liquidator by such auctioneer or agent who shall deposit the same in company’s liquidation account maintained in a scheduled bank and the charges and expenses connected with the sale shall afterwards be paid to such auctioneer or agent in accordance with the scales, if any, fixed by the Court.
239. Declaration of dividend or return of capital. ---No dividend to creditors or return of capital to contributories shall be declared by the official liquidator without the sanction of the Court.
240. Notice of declaration. ---The official liquidator shall give notice in Form No. 97 of the declaration of dividend not less than one month prior to the date fixed for the payment thereof and unless otherwise directed by the Judge, the notice shall be given by advertisement in such newspapers in Form No.98 as the Judge shall direct and by sending by prepaid letter post under certificate of posting a notice to every person whose name appears in the list of creditors as on such date.
241. Authority to pay dividend .---A person, to whom dividend is payable may lodge with the official liquidator an authority in writing to pay such dividend to another person named therein.
242. Transmission of dividends by post. ---Dividends and returns of capital may, at the request and risk of the person to whom they are payable, be transmitted to him by registered post or by money order, as may be appropriate.
243. Form of order directing return of capital. ---(1) Every order by which the official liquidator is authorised to make a return to contributories of the company, shall, unless the Court otherwise directs contain or have appended thereto a schedule or list in Form No. 99 setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money; payable to each person and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be necessary to enable the return to be made.
(2) The official liquidator shall send a notice of return to each contributory by ordinary post under certificate of posting in Form No. 100.
244. Payment of dividend or return of capital due to a deceased creditor or contributory. ---(1) Where a claim made in respect of a dividend due to a deceased creditor or a return of capital due to a deceased contributory is one thousand rupees or less, the official liquidator may upon satisfying himself as to the claimant’s right and title to receive the dividend or the return as the case may be, apply to the Court for sanctioning the payment of such dividend or return to the claimant without the production of a succession certificate or like authority.
(2) Where the Court sanctions the payment, the official liquidator shall make the payment upon obtaining a personal indemnity from the payee.
245. Official liquidator to apply for dissolution. ---(1) As soon as the affairs of the company have been fully wound up, the official liquidator in a winding up by the Court shall file his final account into Court and apply for orders as to the dissolution of the Company subject to his final account being passed in accordance with these rules.
(2) The application referred to in sub-rule (1) shall he set down for hearing until the completion of the audit of the final account and the filing of the auditor’s certificate in relation thereto.
246. Dissolution of the company. ---Upon the hearing of the application, the Court may after hearing the official liquidator and any other person to whom notice may have been ordered by the Court, upon perusing the account as audited, make such orders, as it may think fit as to the dissolution of the company, the. application, subject to the provisions of the Ordinance, of the balance in the hands of the official liquidator or the payment thereof into State Bank to the credit of the Federal Government in the Companies Liquidation Account and the disposal of the books and papers of the company and of the liquidator
247. Liquidator to pay the balance into public account. ---(1) Upon an order for dissolution. being the official liquidator shall forthwith pay into the Companies Liquidation Account in the account of the Federal Government in the State Bank any unclaimed dividends payable to creditors or undistributed assets refundable to contributories in his hands on the date of the order of dissolution, and such other balance in his hands as he has been directed by the Court to deposit the Companies Liquidation Account in the State Bank.
(2) Every order, of dissolution shall direct that the official liquidator do forward a certified copy of the order to the Registrar of Companies not later than fourteen days from the date of the order alongwith a statement signed by the official liquidator that the directions of the Court regarding the application of the balance as per his final account have been duly complied with.
248. Conclusion of winding up. ---The winding up of a company shall, for purposes of section 430, be deemed to be concluded--
(a) in the case of a company wound up by order of the Court, at the date on which the order dissolving the company has been reported by the liquidator to the Registrar of Companies;
(b) in the case of a company wound-up voluntarily. or under the supervision of the Court, at the date of the dissolution of the company unless at such date any fund or assets of the company remaining unclaimed or undistributed in the hands or under the control of the liquidator; or any person who has acted as liquidator, in which case the winding up shall not be deemed to be concluded until such funds of assets have either been distributed or paid into the Companies Liquidation Account in the State Bank.
249. Application to declare dissolution void.- --An application under section 429 shall be made upon notice to the Authority and the Registrar of Companies. Where the Court declares the dissolution to have been void, the order shall direct that the applicant do file a certified copy of the order with the Registrar of Companies not later than twenty-one days from the date of the order.
250. Registers and Books to be maintained by the liquidator . ---(1) Every liquidator
shall maintain at the registered office of the company proper book of accounts as required under section 433.
(2) Where the accounts of the company are incomplete, the liquidator shall, with all
convenient speed, as soon as the order for winding up is made, have them completed and brought up-to-date.
(3) (i) Where the official liquidator is authorised to carry on the business of the company he shall keep separate books of account in respect of such business and such books shall, as far as possible, be in conformity with the books already kept or required to be kept by the company in the course of its business.
(ii) The trading account shall from time to time not less than once in every month, be
verified by affidavit, and the official liquidator shall thereupon submit such account to the Committee of the Inspection (if any) or such member thereof as may be appointed by the Committee for that purpose, who shall examine and certify the same.
(4) The official liquidators shall keep proper serially numbered vouchers for all payments made or expenses incurred by him.
(5) In respect of companies the winding up of which was commenced under the Ordinance prior to the coming into force of these rules and is pending on the date these rules come into force, the liquidator shall, as soon as may be and not later than three months after the coming into force of these rules or such extended time as may be allowed by the Court prepare and bring up-to-date the books and registers prescribed under sub-rule (1):
Provided that the Court may, if it thinks fit, dispense with this requirement in any particular case.
251. Bank Account and funds of the Company in-liquidation. ---(I) Every, liquidator of a company in liquidation shall immediately on his appointment open and maintain a special bank account in a scheduled bank in the name of the company in liquidation to be called the liquidation account of the particular company into which shall be transferred credited, paid and kept all moneys and balances standing to the credit of the company at the time of going into liquidation or thereafter by the liquidator or which become available to him or come under his control directed or indirectly at any stage in his capacity as such without deduction not later than the next working day of the bank provided that a sum not exceeding five hundred rupees or such amount as the Court may on his application authorise him to retain.
(2) The money needed for meeting expenses or for making payments in cash shall be drawn from the bank by cheques drawn upon the bank by liquidator.
(3) All payments out of the account by the liquidator above fifty rupees shall ordinarily be made by crossed cheques signed by him and countersigned by the Registrar in case of the winding up by the Court and by a person nominated by members or creditors, as the case may be, drawn against the said account.
252. Bills, cheques and securities to be deposited into bank. ---All bills cheques, hundies, notes and other securities of a nature payable to the company or to the liquidator thereof shall as soon as they come into the hands of the liquidator, be deposited by him with the bank for the purpose of being presented for acceptance and payment or for payment only, as the case may, be, and the proceeds when realised shall be credited by the bank to the account of liquidation account of the company.
253. Payments into bank under section 343. ---Where the Court or the liquidator makes an order directing any person to pay or deposit any money due to the company into the company’s liquidation account, the person so directed shall comply with the direction and obtain receipt for the amount paid or deposited from the bank and shall give intimation thereof to the liquidator alongwith a photocopy of the bank receipt and produce before him the original bank receipt relating thereto on demand of the liquidator.
254. Liquidator’s Dividend Account.- --(1) The liquidator shall also open a separate dividend account for each company under liquidation in a scheduled bank under the name “the Dividend Account of (name of the company) in liquidation”, into which account he shall, upon a declaration of dividend being made in the winding up of any company, deposit by transfer from the company’s liquidation account the total amount of the dividend payable upon such declaration.
(2) There shall be a separate account in respect of each declaration of dividend and payments thereof shall be made from the said account before being paid into the companies liquidation account as unclaimed dividends.
(3) All payments out of dividends more than fifty rupees shall ordinarily be made by crossed cheques drawn against the said account.
Explanation. In this rule the word ‘dividend’ includes refund of capital to contributories;
255. Investment of surplus funds. ---(1) All or any of the moneys standing to the credit of the company in its liquidation account and not immediately required for the purpose of the winding up shall be deposited or invested in the National Savings Schemes in the name of the company in liquidation having regard to the requirements of funds for meeting claims or payments for purposes of winding up and shall not afterwards be transferred or otherwise dealt with or utilised except for purposes of the winding up of the company.
(2) Any amount retained by an official liquidator under section 349 shall be invested by him in Khas Deposit Certificates which shall be deposited by him in the Court till such amount is required for distribution after the pending claims are settled.
256. Liquidator’s remuneration. ---(I) In every winding up under orders of the Court, there shall be paid to the official liquidator, not being a salaried officer of the Government or the Court, from out of the assets of the company in liquidation, the remuneration by way of percentage of the amount realised by him by disposal of assets as may be fixed by the Court having regard to the nature of the work actually done subject to the following limits:--
Upon the total assets, including produce of calls on contributories, return on investments and rents from properties. realised or brought to credit by the official liquidator after deducting the amount spent out of the money received in carrying on the business of the company and the amounts or balance lying to the credit of the company in its accounts with banks at the time of going into liquidation:---
(i) Where net amount realized does not 3 per cent. exceed Rs.10,000.
(ii) Where the amount exceeds Rs. 10,000 Rs.300 plus 2 per cent. of the amount but does not exceed Rs.50,000. exceeding Rs.10,000.
(iii) Where the amount exceeds Rs.50,000 Rs.1,100 plus 1 per cent. of the amount but does not exceed Rs.100,000. exceeding Rs.50,000.
(iv) Where the amount exceeds Rs.1,600 plus 1/2 per cent. of the amount Rs.100,000 but does not exceed exceeding Rs.1,000,000. Rs.1,000,000.
(v) Where the amount exceeds Rs.6,100 plus 1/4 per cent of the amount Rs.1,000,000 but does not exceed exceeding Rs.1,000,000. Rs.10,000,000.
(vi) Where the amount exceeds Rs.28,600 plus 1/5 per cent. of the amount Rs.10,000,000 but does not exceed exceeding Rs.10,000,000. Rs.50,000,000.
(vii) Where the amount exceeds Rs.108,600 plus 1/8 per cent. of the Rs.50,000,000. amount exceeding Rs.50,000,000.
On the total amount distributed in dividend or paid to contributories, preferential creditors, and debenture-holders by the official liquidator, half the above percentages.
(2) In addition to the remuneration fixed under sub-rule (1), the Court may permit payment of a reasonable monthly allowance to the official liquidator for meeting the expenses of the winding up for a period not exceeding twelve months from the date of the winding up order taking into consideration the likely expenses involved and nature of the work actually required to be done.
(3) The remuneration of joint official liquidators shall be determined by the Court subject to the overall limits specified in this rule.
(4) The official liquidator shall not draw his remuneration without leave of the Court.
257. Where the company has no available assets. ---Where a company against which a winding up order has been made has no available assets, the official liquidator may, with the leave of the Court, incur essential preliminary expenses out of funds to be provided by the petitioners and the secured creditors as the Court may direct, and the expenses so incurred shall be recouped out of the assets of the company in priority to the debts of the company.
258. Dividend and interest to be credited. ---All dividend and interest returns accruing from any securities or investments shall from time to time be received by the bank and placed to the credit of the account of the liquidator and. intimation thereof shall be given to the liquidator, who shall thereupon credit such dividend or interest in his accounts to the company to which the security or the investment relating thereto belongs.
259. Account to be filed. ---Unless otherwise ordered by the Court, the official liquidator shall file his accounts in the Court once in every quarter of the year made up to the close of each quarter and two copies thereof shall be filed not later than thirty days of the close of each quarter of the year:
Provided that the final accounts of the official liquidator shall be filed as soon as the affairs of the company have been fully wound up irrespective of such period.
260. Form of Account. - --(1) The account shall be a statement of receipts and payments in Form No. 101 and shall be prepared in accordance with the instructions contained therein and verified by an affidavit of the official liquidator in Form No. 102.
(2) The final account shall be in Form No. 103.
261. Nil Account. ---Where the official liquidator has not during the period of account received or paid any sum of money on account of the assets of the company, he shall file an affidavit of no receipts of payments on the date on which he shall have to file his accounts for the period.
262. Registrar to send copy of account to the Auditor. --As soon as the accounts are filed the Registrar shall forward to the auditor one copy thereof for purposes of audit of the accounts and the books and papers of the official liquidator.
263. Audit of the official liquidator’s accounts. ---The accounts shall be audited by one or more Chartered Accountants in the manner provided in the Ordinance.
264. Audit report to be filed. ---(I) After the audit of each of the accounts of the official liquidator filed in Court, the auditor shall forward to the Registrar a certificate of audit relating to the account with his observations and comments, if any, on the account, together with a copy thereof and shall forward another copy to the official liquidator.
(2) The Registrar shall file the original certificate with the records and forward the copy to the Registrar of Companies, together with a copy of the account to which it relates.
265. Account, auditor’s report and official liquidator’s explanation to be placed before Judge. --(1) Upon the audit of the account, the Registrar shall place the statement of account, the auditor’s report and any explanation furnished by the official liquidator thereon, before the Judge for his consideration and order and also shall send a copy of the accounts, audit report and Judge’s order to the Registrar of companies within fifteen days of the order.
(2) Any creditor or contributory shall be entitled to inspect the accounts, the auditor’s report, official liquidator’s explanation and order of the Judge in the office of the Court on payment of a fee of ten rupees and to obtain a copy thereof on payment of the prescribed charges.
266. Legal assistance for the official liquidator. --The official liquidator shall, as far as possible, personally appear and conduct all proceedings before the Court in the liquidation, provided that the official liquidator may apply to the Court for sanction to employ an advocate or advocates to assist him, and the Court tray, on such application, sanction such employment or pass such further or other orders as it may think fit.
267. Statement by the liquidator under section 430. ---The first statement under subsection (1) of section 430 for the period from the commencement of the winding up and thereafter subsequent statements once in three months covering the period up to close of each quarter of the year shall be filed by the liquidator--
(a) in Form No. 104 in the Court with its duly verified copy being simultaneously served to the Registrar of Companies, in the case of winding up by or under supervision of the Court; and
(b) the statement being in Form No. 105 and with affidavit on Form No. 106 within thirty days of the close of the period covered by the statement, in the case of voluntary winding up of companies alongwith a copy of the audit report.
(2) Upon filing of the statement in a winding up by the Court or under supervision of the Court, the Registrar shall obtain orders of the Judge fixing a date for a consideration thereof, and notify the date on the notice board of the Court and to the liquidator, who shall attend the consideration of the statement and shall give the Judge any explanation or information with reference to the matters contained therein as the Judge may require.
(3) Any creditor or a contributory shall be entitled to inspect the statement on payment of a fee of ten rupees and to obtain a copy thereof on payment of the prescribed charges. -------------------------------------------------------
268. Applicability of rules. ---Where an application is made to the Court under the
provisions of the Ordinance in the voluntary winding up of a company whether or not an
order shall have been made that the voluntary winding up shall continue subject to the
supervision of the Court, these Rules, so far as may be shall be applied to the
subject-matter and mode of such application.
269. Declaration of solvency in a member’s voluntary winding up.- --The declaration
of solvency to be made by the directors of a company under section 362 shall be in Form
No. 107 with such variation as the circumstances may require.
270. Statement to be laid before meeting of creditors under section 368. ---The
statement of the assets and liabilities of the company to be laid before a meeting of
creditors by a liquidator in a members’ voluntary winding up under subsection (1) of
section 368 shall be in Form No.108 with such variations, as may be necessary.
271. Notice of appointment of liquidator. ---The notice of his appointment which every
liquidator is required to publish in the official Gazette under section 389 shall be in Form
No.109 and the notice of the appointment to be delivered to the Registrar of Companies
shall be in Form No. 110.
272. Order for winding up subject to supervision. ---Upon an order being made for the
winding up of a company subject to the supervision of the Court, the liquidator of the
Company shall within 21 days from the date of the order advertise the order in one issue
of the official Gazette and in one issue each of a newspaper in the English language and a
newspaper in Urdu circulating in the, province in which the registered office of the
company is situate as the Court may direct, and also within the said period file a certified
copy of the order with the Registrar of companies.
273. Security by Liquidator appointed by Court. ---(1) Unless otherwise ordered,
every liquidator appointed by the Court shall before entering upon his duties as
liquidator, furnish security in such sum and in such manner as the Court may direct, for
the due discharge of his duties as liquidator.
(2) The cost of furnishing the required security shall be borne by the liquidator personally
and shall not be charged against the assets of the company as an expense incurred in the
winding up.
274. Limit of remuneration of liquidator. ---(1) The limits, criterion and provisions for
the remuneration of an official liquidator prescribed in rule 256 shall apply, mutatis
mutandis, to a liquidator in all other modes of winding up.
(2) A liquidator shall not, under any circumstances whatever, make any’ arrangement for,
or accept from any advocate, auctioneer or any other person connected with the company
of which he is the liquidator or employed in or in connection with the winding up of the
company, any gift, remuneration or pecuniary or other benefit whatever beyond the
remuneration to ‘which under the Ordinance and the rules he is entitled as liquidator, nor
shall he make any arrangement for giving, up, or give up any part of such remuneration to
any such person.
275. Restriction on purchase of goods by liquidator. ---(1) Where the liquidator carries
on the business of the company, he shall not, without the express sanction of the Court,
purchase goods for the carrying on of such business from any person whose connection
with him is of such a nature as would result in his obtaining directly or indirectly any
benefit out of the transaction.
(2) In the application for sanction referred to in sub-rule (1) the liquidator shall disclose
the nature of his interest in the transaction, and the cost of obtaining sanction of Court
shall be borne by the liquidator personally.
276. Office of the liquidator vacated by his insolvency. ---A liquidator against whom an
order of adjudication is made shall thereby vacate his office, and for the purpose of the
application of the Ordinance and these Rules, he shall be deemed to have been removed.
277. Resignation, removal, etc. of liquidator. ---(1) In a voluntary winding up a
liquidator who desires to resign his office shall summon a meeting of the members
creditors, as the case may he, and submit his resignation to it alongwith an account of his
acts and dealings as liquidator and a statement as to the position of the liquidator in a
form in all respects similar to the statement prescribed under section 430 commencing
from the date on which the last statement under the said section terminated or from the
date of his appointment whichever is later, and brought down to the date of his
resignation.
(2) Upon a liquidator resigning or being released or removed from his office, he shall
forthwith deliver over to the new liquidator all books kept by him, and all other books,
documents, papers, accounts and assets in his possession relating to the company or to the
office of the liquidator and furnish all such information as the new liquidator may
require.
278. Books to be kept by the liquidator. ---(1) In addition to other books, of accounts
required to be kept by a liquidator under the Ordinances, every liquidator shall keep a
record book in which shall be entered all minutes of proceedings and the resolutions
passed at any meeting of the creditors or contributories or of the Committee of
Inspection, particulars of all his transactions and negotiations in relation to the winding
up and all such matters other than matters of account as may be necessary to furnish a
correct view of` the administration of the company’s affairs. He shall also keep a book
showing the dates at which all notices to creditors and shareholders were sent out and
posted.
(2) The person who dispatches the notices shall initial the entries in the book relating
thereto.
(3) The books and accounts of the liquidator shall be open to the inspection of every
creditor or contributory during office hours upon payment of a fee of ten rupees for every
hour of inspection or part thereof.
279. Notice convening final meeting and the account to be laid before the
meeting. ---(1) The notice convening the final ,meeting of the company in a members
voluntary winding up of the final meeting of the company and the creditors in a creditors
voluntary winding up, shall be in Form No. 111.
(2) The account of the winding up to be laid by the liquidator before the said meeting or
meetings shall be in Form No. 112.
(3) In a winding up subject to supervision of the Court, a copy of the account shall also
be filed in the Court.
280. Consideration by Court of the statements under section 430 and final account
in a winding up subject to the supervision of the Court. ---(1) In a winding up subject
to the supervision of the Court, upon the filing into Court of each of the statements under
section 430 referred to in rule 267 or of the account referred to in the last preceding rule,
the Registrar shall obtain orders of the Judge fixing a date for the consideration thereof
by the Judge, and notify, the date on the notice board of the Court and to the liquidator.
(2) The liquidator shall attend the consideration of the statement or of the final account,
as the case may be, and shall give the Judge such further explanation or information with
reference to the ‘matters continued therein as the Judge required.
281. Returns to Registrar of Companies. ---The returns to be made to the Registrar of
Companies under section 370 and section 382 shall be in Form No. 113 and Form No.
114 respectively.
282. Inspection by creditor or contributory of statements filed by liquidator. ---Any
creditor or contributory of a company which is being wound up shall be entitled to
inspect any of the statements filed by the liquidator on payment of a fee of ten rupees
each and to obtain a copy thereof or extract therefrom on payment of the prescribed
charges.
283. Audit of the liquidator’s account. ---The Court in a winding up by the Court, the
company in general meeting in a members’ voluntary winding up, and the creditors in a
creditors’ voluntary winding up, shall appoint an auditor who is a Chartered Accountant
to audit the accounts of the liquidator, and shall fix the fees to be paid to such auditor.
284. Applications under section 391. ---(1) On an application under section 391 made to
the Court, notice of the application shall be given to the liquidator where he is not the
applicant, to the respondents, if any, named in the application, and to such other persons
and in such manner as the Court may direct.
(2) Where an order is made under section 391 staying the proceedings in the winding up
the order shall direct that the applicant at whose instance the order for stay was made
shall, within 10 days of the making of the order, file a certified copy thereof with the
Registrar of Companies.
285. Statement to accompany payment . ---(1) The statement to be furnished, under
section 432 to the Registrar or such other officer as may be appointed by the Federal
Government, by the official liquidator in a winding up by the Court and by a liquidator in
any other mode of winding up when making any. payment of unclaimed dividends or
undistributed assets into the Companies Liquidation Account in the State Bank under
section 432 shall be in Form No. 115.
286. Cost and expenses payable out of the assets in a winding up by the Court. ---(1)
The assets of a company in a winding up by the Court remaining after payment of the
fees and expenses properly incurred in preserving, realising or getting in the assets
including, where the company has previously commenced to be wound up voluntarily,
such remuneration, cost and expenses as the Court may allow to the liquidator in such
voluntary winding up, shall subject to any order of the Court and to the rights of secured
creditors, if any, be liable to the following payments which shall be made in the
following order of priority, namely:---
First.---the taxed costs of the petition including the taxed costs of any person appearing
on the petition. ---whose costs are allowed by the Court;
Next.---the costs. and expenses of any person who makes, or concur in making the
Company’s statement of affairs;
Next.---the necessary disbursements of the official liquidator other than expenses
properly incurred in preserving, realising or getting in the properties of the company;
Next.---the cost of any person properly employed by the liquidator;
Next.---the actual out of pocket expenses necessarily incurred by the members of the
Committee of Inspection, and sanctioned by the Court.
(2) Save as otherwise ordered by the Court, no payments in respect of bills of advocates,
shall be allowed out of the assets of the company without proof that the same have been
considered and allowed by the taxing officer of the Court.
(3) The taxing officer shall before passing the bills or charges of an advocate, satisfy
himself that the appointment of an advocate to assist the liquidator in the performance of
his duties has been duly sanctioned.
(4) Nothing contained herein shall, apply to or affect costs which, in the course of legal
proceedings by or against the company which is being wound up by the Court, are
ordered by the Court in which such proceedings are pending to be paid by the company
or the liquidator, or the rights of the person to whom such costs are payable.
PART IV
COST AND TAXATION OF COSTS
287. Taxation of costs. ---(1) Notwithstanding anything contained in these rules, costs of
and incidental to all proceedings under the Ordinance or these rules shall be in the
discretion of the Court and be taxed and be subject to review and’ appeal in accordance
with the rules and scales of fees in force in each High Court and the practice and
procedure relating to taxation in its other proceedings.
(2) The Registrar or such other officer as the Chief Justice of the High Court may
nominate in this behalf shall be the Taxation Officer of the Court for purposes of these
Rules.
(3) The Court may, in any proceedings in which costs are awarded to a party, direct
payment of a sum in gross in lieu of taxed costs.
PART V
MISCELLANEOUS
288. Inspection and copies. ---Every duly authorised officer of the Registrar of
Companies, the Authority and the Federal Government and every advocate or counsel
representing them shall be entitled, free of charge, at all reasonable times, to inspect the
files of proceedings of the Court and the books and documents of every liquidator
relating to any matter to which these Rules apply and to take copies or extracts from any
document therein, and to be furnished with such copies or extracts as he may require.
(2) A company and every person who has been a director or officer of a company which
is being wound up or in relation to which any proceedings are or have been taken in the
Court and every contributory or creditor of other person interested in such proceedings
shall be entitled on payment of the charges prescribed for other similar matters in the
Court, at all reasonable times, to inspect the file of the proceedings and to be furnished
with copies and extracts from any document therein.
289. Funds and assets to be utilised only for purposes of winding up . ---Save as
authorised by the Ordinance, no funds, accounts, security, assets of effects of or
belonging to a company being wound up shall in any way be utilised appropriated, lent,
invested, kept, encumbered, or spent in a manner other than for purposes of the winding
up of the company.
290. Duty of liquidator to conduct winding up proceedings . ---It shall be the duty of
the liquidator in every mode of winding up to conduct, proceed with and complete the
proceedings in or connected with the winding up and to discharge his obligations with all
reasonable care as provided in the Ordinance and adopt such measures as may be
necessary for the propose.
291. Winding up of unregistered companies. ---These shall apply mutatis mutandis to
the winding up of unregistered companies, their liquidators and related matters.
292. Penalty for contravention of these rules. ---Whoever fails or refuses to comply
with, or contravenes any provisions of these rules, or knowingly and willingly authorises
or permits such failure, refusal or contravention, shall, in addition to any other liability
under the Ordinance, be also punished with fine not exceeding two thousand rupees, and,
in case of continuing contravention to a further fine not exceeding one hundred rupees for
every day during which the default continues.
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