To print the whole chapter in HTML, please click at the bottom of the TOC panel and then click .Please set the page orientation to “Landscape” for printing of bilingual texts on a single page. 138. (2) An affidavit of service relating to the dispatch of the notice to the contributories under this rule shall be sworn by the person who dispatched the said notice and shall be filed in Tribunal within seven days of the said dispatch of notice and such affidavit shall be in Form WIN 22. Winding-up in Nigeria is primarily governed by the Companies and Allied Matters Act Cap. MCA releases Companies (Winding Up) Rules, 2020. 191. (3) The Tribunal shall, within seven days from the receipt of such report, fix a date for the consideration thereof by the Tribunal and notify the date on the notice board of the Tribunal and to the Company Liquidator. (2) Where the creditors and contributories have agreed upon the constitution and composition of the advisory committee and the persons who are to be members thereof, an advisory committee shall, subject to the provisions of sub-section (2) of section 287, be constituted in accordance with such decision, and the Company Liquidator shall set out in his report the names of the members of the committee so constituted. Examination of proof. 91. (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, as required under sub-section (1) of section 281, and the list shall be in Form WIN 17. Companies (winding up) Rules, 2020. These rules will come into force from 1st April 2020. Rules applicable to provisional liquidator.- The rules relating to Company Liquidators shall apply to provisional liquidators, so far as applicable, subject to such directions as the Tribunal may give in each case. FILING AND AUDIT OF COMPANY LIQUIDATOR’S ACCOUNT. Place and time of meeting. Companies (Winding Up) Rules, 2020 shall come into force on the 1st day of April, 2020These rules shall apply to winding up under of Companies Act 2013. The Amendment Ordinance brings Hong Kong’s winding-up procedures and insolvency law in line with international developments. (2) For the purpose of clause (ii) of sub-section (1) of section 361 , the class of companies shall be as under, based on the latest audited Balance Sheet:-, (a) the company which has taken deposit and total outstanding deposits is not exceeding twenty five lakh rupees; or, (b) the company of which the total outstanding loan including secured loan does not exceed fifty lakh rupees; or, (c) the company of which turnover is upto fifty crore rupees; or. 165. The Listing Rules for the Main Board and GEM of the Stock Exchange of Hong Kong. 7.2: The Protection of Wages on Insolvency Fund Board (the Fund Board) administers the Protection of Wages on Insolvency Fund (the Fund). —(1) This Chapter applies subject to rule 7.25 to— (a) a petition for winding up presented by a contributory; or (b) a petition for winding up presented by a relevant office-holder of the company. COURT AND CHAMBERS ORDERS. We would like to show you a description here but the site won’t allow us. Use of proxies by deputy.- Where a Company 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. No. Statement of affairs.- The statement of affairs, as required to be filed under sub-section (4) of section 272 or sub-section (1) of section 274, shall be in Form WIN 4 and shall contain information up to the date which shall not be more than thirty days prior to the date of filling the petition or filling the objection as applicable and the statement of affairs shall be made in duplicate, duly verified by an affidavit., and affidavit of concurrence of the statement of affairs shall be in Form WIN 5. Vesting of disclaimed property. In exercise of the powers conferred by sub-sections (1) and (2) of section 468 and sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-, 1. HEARING OF WINDING UP APPLICATIONS AND ORDERS, APPOINTMENT OF LIQUIDATOR IN A WINDING UP BY THE COURT, SECURITY BY LIQUIDATOR IN A WINDING UP BY THE COURT, ARRANGEMENT WITH CREDITORS AND CONTRIBUTORIES IN A WINDING UP BY THE COURT, COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING UP BY THE COURT, LIST OF CONTRIBUTORIES IN A WINDING UP BY THE COURT, ADMISSION AND REJECTION OF PROOFS AND APPEAL TO THE COURT, PAYMENTS INTO AND OUT OF COMPANIES LIQUIDATION ACCOUNT, GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN RELATION TO A WINDING UP BY THE COURT, PROXIES IN RELATION TO A WINDING UP BY THE COURT, AND TO A CREDITORS’ VOLUNTARY WINDING UP, ACCOUNTS AND AUDIT IN A WINDING UP BY THE COURT, STATEMENTS BY LIQUIDATOR TO THE REGISTRAR OF COMPANIES AND OFFICIAL RECEIVER, UNCLAIMED FUNDS AND UNDISTRIBUTED ASSETS IN THE HANDS OF A LIQUIDATOR, OTHER THAN THE OFFICIAL RECEIVER, Select the provisions you wish to print using the checkboxes and then click the relevant "Print". "Companies Act" means the Companies Act, 1965 (as amended) including the Companies (Winding Up) Rules, 1972. Costs of parties having common interest.- (1) Where two or more petitions or applications raise a common issue and are heard together and decided by a common judgment, unless the Tribunal otherwise orders, only one set of costs shall be allowed to all the parties together in the said petitions or applications who have a common interest. Admission or rejection of proof for purposes of voting.- The chairman of the meeting shall have power to admit or reject a proof for the purposes of voting, but his decision shall be subject to appeal to the Tribunal, and if he is in doubt 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. SPECIAL MANAGER. -On the return of the summons, the Tribunal may give such directions as it shall think fit as to whether points of claim and defence are to be delivered, as to the taking of evidence wholly or in part by affidavit or orally, as to the cross-examination, on the hearing, before the Tribunal or of any deponents to affidavits in support of or in opposition to the application, as to any report, the Tribunal may require the liquidator to make, and generally as to the procedure on the summons and for the hearing thereof, and points of claim to be delivered shall be in Form WIN 74 or Form WIN 75 with such variations as may be necessary. Supplemental list of contributories.- The Tribunal may add to the list of contributories by a supplemental list or lists and any such addition shall be made in the same manner in all respects as the settlement of the original list. 6. After the enactment of the Companies Ordinance (Cap. Company Liquidator to examine accounts for purposes of investment.- The Company Liquidator shall, at the end of every month, examine account of liquidation to ascertain what moneys are available for investment, and shall make an entry at the end of every month in the record book relating to the company of his having examined the account for the purpose and of the decision taken by him regarding the investment, and in case he decides not to invest any surplus funds, the reasons for such decision. However, it is even more challenging to wind up the same since it enjoys a separate legal identitythan its promoters. Companies Ordinance (Cap 622) ... Companies (Winding-up) Rules (Cap 32H) (HK) Online version through: Hong Kong e-Legislation. Application for rectification of list.- If after the settlement of the list of contributories, the Company Liquidator has reason to believe 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 Tribunal for such rectification of the list as may be necessary, and the Tribunal may on such application, rectify or vary the list as it may think fit. 158. 2. 102. 178. Motions and … 2. Application for disclaimer. 124. (2) Where the fixed deposit has matured, it shall not be automatically renewed but the Company Liquidator shall carry out the due diligence to assess whether a higher rate of interest is available in any other scheduled bank and the said Liquidator shall report the conclusion of such due diligence to the Tribunal, and in the event a higher rate of interest is available in any other scheduled bank, the said Liquidator shall apply for the leave of the Tribunal to invest the surplus funds in such other scheduled bank offering higher rate of interest. 62. (3) These rules shall apply to winding up under of Companies Act 2013 (18 of 2013). 69. 92. 103. (2) The Company Liquidator shall, in addition to the registers and books referred to in sub-rule (1), maintain such other books as may be necessary for the proper and efficient working of his office such as petty cash register, correspondence register, despatch register, daily register of money orders and cheques received for accounting of transactions entered into by him in relation to the company. (6) The provisional liquidator or the Company Liquidator, as the case may be shall be appointed by the Tribunal from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) unless the official liquidator is appointed. 153. Division 2 Winding Up by the Court Subdivision 1 Jurisdiction 176. The Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance. (4) A member of the advisory committee may resign by notice in writing signed by him and delivered to the Company Liquidator. … 2. Workmen’s dues.- In any case where there are numerous claims for wages or any accrued remuneration by workmen and others employed by the company, it shall be sufficient if one proof in Form WIN 45 for all such claims is made either by a foreman or some other person on behalf of all such creditors and such proof shall be annexed thereto as forming part thereof, setting forth the names of the workmen and others and the amounts severally due to them in the schedule in the said form, and any proof made in compliance with this rule shall have the same effect as if separate proofs had been made by each of the said workmen and others. WINDING UP APPLICATIONS. The proceeds collected are used to discharge the company’s debts and liabilities and the remaining balance (if any) will be is distributed amongst the contributories according to their entitlement. 177. Bills, cheques, etc. (1) Unless the Tribunal dispenses with the settlement of a list of contributories, the Company Liquidator shall prepare and file in the Tribunal not later than twenty-one days after the date of the winding up order 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. 115. When a winding-up petition is filed against a company, the employees who are owed wages and salaries etc. Settlement of list.- On the date appointed for the settlement of the list referred to in rule 29, the Tribunal shall hear any person who objects to being settled as a contributory or as a contributory in such character or for such number of shares or extent of interest as is mentioned in the said list, and after such hearing, shall finally settle the list in accordance with sub-section (1) of section 285 and the aforesaid list when settled shall be certified by the Tribunal under its seal and shall be in Form WIN 20. 71. DIVIDENDS AND RETURNS OF CAPITAL IN WINDING UP BY  TRIBUNAL. – (I) Where the disclaimed property is a leasehold interest and an application is made under sub-section (6) of section 333 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 demise in respect of such property, claiming under the company, the Tribunal 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 above mentioned sub-section and such other terms as the Tribunal may think just, within a time to be fixed by the Tribunal and stated in the notice, he will be excluded from all interest in and security upon the property and the Tribunal may adjourn the application for such notice to be given 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 deem fit, such election and application as is mentioned in the notice, and if at the expiration of the time so fixed by the Tribunal, such under-lessee, mortgagee or holder of charge, fails to make such election and application, the Tribunal, may make an order vesting the property in the applicant or other person who, in the opinion of the Tribunal, may be entitled thereto, and excluding such under-lessee, mortgagee or holder of charge, from all interest in or security upon the property. Section 305 of the Ordinance envisages the following circumstances, under PAYMENT OF UNCLAIMED DIVIDENDS OR UNDISTRIBUTED ASSETS INTO THE COMPANY LIQUIDATION DIVIDEND AND UNDISTRIBUTED ASSETS ACCOUNT IN A WINDING UP. Instructions to act in such advisory capacity should be properly defined and be accepted only where … 3 copies of the petition have to be presented to the tribunal. 41.Cost of obtaining order of Tribunal.- In any case in which an order of the Tribunal is obtained under rule 39 or rule 40, the costs of obtaining such order shall be borne by the person in whose interest such order is obtained and shall not be payable out of the companies’ assets. The advertisement must state the date on which the petition was presented, the date of the court hearing, and the name and address of the petitioner and the petitioner's solicitors. 166. S 607/2020); “filed” means filed in the Court; “Form” means a form set out in the First Schedule, and a form referred to by a number (where such number may include … Section 305 of the Ordinance envisages the following circumstances, under Other moneys due by contributories.- 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 Company Liquidator may make an application to the Tribunal supported by an affidavit for an order against such contributory for the payment of such moneys and the notice of the application shall be given to such contributory by registered post or speed post not less than seven days prior to the date fixed for the hearing of the application. First- the taxed costs of the petition including the taxed costs of any person appearing on the petition, whose costs are allowed by the Tribunal; Next-the costs and expenses of any person who makes, or concurs in making, the company’s statement of affairs; Next-the necessary disbursements of the Company 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 Company Liquidators; Next-the cost, charges and expenses incurred by the liquidator; Next-the actual out of pocket expenses necessarily incurred by the members of the advisory committee, and sanctioned by the Tribunal. (3) 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 Tribunal that such notes shall be used only for the purpose of the re-examination of the witness and on the conclusion of the examination, the notes shall, unless otherwise directed by the Tribunal, be handed over to the Tribunal for destruction. Meeting of creditors and contributories.- The meeting of the creditors and contributories in accordance with the provisions of sub­section (3) of section 287 to determine the persons who may be the members of the advisory committee, shall be convened, held and conducted in the manner hereinafter provided in these rules for the holding and conducting of meeting of creditors and contributories. (2) The application referred to in sub-rule (1) shall be in Form WIN 61 and where the application is by the Company Liquidator, it shall be accompanied by a statement signed by him setting forth the facts on which the application is based, and where the application is made by a person other than the Company Liquidator, the application 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 application. All Rights Reserved. Representation of creditors and contributories before Tribunal.-The Tribunal may, if it thinks fit, appoint from time to time any one or more of the creditors or contributories to represent before the Tribunal 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 Tribunal, and may remove any person so appointed, if more than one person is appointed under this rule to represent one class, and the persons so appointed, shall employ the same authorised representative to represent them, and where they fail to agree as to the authorised representative to be employed, the Tribunal may nominate an authorised representative for them. Procedure for contumacy.- (1) If a person examined before the person or authority appointed by the Tribunal refuses to answer to the satisfaction of such the person or authority any question which he may put or allow to be put, such the person or authority shall forthwith report such refusal to the Tribunal and upon such report being made, the person in 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 Tribunal. (2) Within seven days of the settlement of the list of contributories, the Company Liquidator may apply to the Tribunal for leave to make a call on the contributories and the application shall state the proposed amount of such call and shall be in Form WIN 52 which shall be supported by the affidavit of the Company Liquidator which shall be in Form WIN 53. Periodical payments.- When any rent or other payment falls due at the time referred to in rule 108, and the order or resolution to wind up is made at any time other than one of those times mentioned in rule 108, the persons shall be entitled to the rent or payments for a proportionate part thereof up to the date of winding up order or resolution accrued due from day to day: Provided that where the Company Liquidator remains in occupation of the premises demised to a company which is being wound up, nothing in this rule 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. 27. (2) The notice to each creditor shall be sent to the address given in his proof as referred to in rule 101 or, if he has not so proved, to the address given in the statement of affairs, or, to the address given in the books of the company, or to such other address as may be known to the person summoning the meeting, and 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. Notice of declaration. Application to declare dissolution void.-An application under section 356 shall be made upon notice to the Central Government and the Registrar of Companies and where the Tribunal declares the dissolution to have been void, the order shall direct that the applicant shall file a certified copy of the order with the Registrar of Companies not later than twenty-one days from the date of the order. 7.2: The Protection of Wages on Insolvency Fund Board (the Fund Board) administers the Protection of Wages on Insolvency Fund (the Fund). Application of rules to meetings.- Subject to any directions given by the Tribunal, rules as hereinafter set out shall apply to meetings of creditors and contributories as may be convened in pursuance of sub­section (3) of section 287 and sub-section (3) of section 292. The Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance. Procedure where creditor appeals.- (1) The Company Liquidator shall, upon receiving notice of the appeal against a decision rejecting a proof wholly or in part, file with the Registry such proof with the order containing the grounds of rejection. Winding Up (Under Companies Act, 2013 and Insolvency And Bankruptcy Code, 2016) Winding up means a proceeding by which a company is dissolved. 42. 109. Along with the petition an affidavit has to be presented by the petitioner(s) for the verification of the petition.