The document discusses the appointment and roles of liquidators in the winding up of companies under the Companies Act, 2013 and Insolvency and Bankruptcy Code. It defines key terms and outlines that official liquidators are appointed by the central government while company liquidators are appointed by the National Company Law Tribunal. It describes the powers and duties of official liquidators, company liquidators, and resolution professionals. It also provides an example of a relevant judicial precedent related to re-examination of a creditor's claim by an official liquidator.

1. Appointment of Liquidators
CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Sundar Rajan S

3. Legends used in the Presentation
Act Companies Act, 2013
Adjudicating Authority/
NCLT/ Tribunal
National Company Law Tribunal
Board Insolvency and Bankruptcy Board of India
CG Central Government
IBC Insolvency and Bankruptcy Code

4. Presentation Schema
Meaning of relevant terms
Company Liquidators and
Their Appointments
Types of Liquidators as per
the Act
Appointment of Official
Liquidator
Powers and Functions of
Official Liquidator
Appointment of Company
liquidator
Powers and Duties of
Company Liquidator
Judicial Precedents

5. Meaning of relevant terms
• Liquidator means an insolvency professional appointed as a liquidator in accordance with the
provisions of Chapter III or Chapter V of Part – II of IBC
Liquidator
• A corporate person who owes a debt to any personCorporate Debtor
• It is the date of admission of an application for initiating corporate insolvency resolution
process by the Adjudicating Authority
Insolvency commencement date
• An insolvency professional appointed to conduct the corporate insolvency resolution process
and includes an interim-resolution professional
Resolution Professional
• A person enrolled under section 206 of IBC with an insolvency professional agency as its
member and registered with the Board as an insolvency professional under section 207 of IBC
Insolvency Professional

6. Company Liquidators and Their Appointments – Section 275 of
the Act
For the purposes of winding up of a company by the Tribunal
the Tribunal at the time of the passing of the order of winding up
shall appoint an Official Liquidator or a liquidator as specified under section 275(2) of the
Act as the Company Liquidator
Section 275(2) The provisional liquidator or the Company Liquidator, as the case may, shall be appointed by the Tribunal
from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code (IBC), 2016

7. Types of Liquidators as per the Act
Liquidator
Official liquidator
Appointed by the Central Government
(CG) under Section 359 of the Act
Company liquidator
Appointed by the Tribunal/ Adjudicating
authority under Section 34 of IBC

8. Contd.
Where a provisional liquidator is appointed by the Tribunal, the Tribunal may limit and restrict his/her powers by the order
appointing him/her or it or by a subsequent order, but otherwise he/she shall have the same powers as a liquidator – Section
275(3) of the Act
The terms and conditions of appointment of a provisional liquidator or Company Liquidator and the fee payable to him/her or it
shall be specified by the Tribunal on the basis of task required to be performed, experience, qualification of such liquidator and
size of the Company – Section 275(5) of the Act
On appointment as provisional liquidator or Company Liquidator, as the case may be, such liquidator shall file a declaration
within seven days from the date of appointment in the prescribed form disclosing conflict of interest or lack of independence in
respect of his appointment, if any, with the Tribunal and such obligation shall continue throughout the term of his appointment –
Section 275(6) of the Act
While passing a winding up order, the Tribunal may appoint a provisional liquidator, if any, appointed under section 273(1)(c), as
the Company Liquidator for the conduct of the proceedings for the winding up of the company – Section 275(7) of the Act

9. Appointment of Official Liquidator – Section 359 of the Act
For the purposes of the Act, so far as it relates to the winding up of companies by the Tribunal, CG may appoint as many
Official Liquidators, Joint, Deputy or Assistant Official Liquidators as it may consider necessary to discharge the functions of
the Official Liquidator – Section 359(1) of the Act
The liquidators appointed under Section 359(1) of the Act shall be whole-time officers of CG – Section 359(1) of the Act
The salary and other allowances of the Official Liquidator, Joint Official Liquidator, Deputy Official Liquidator and Assistant
Official Liquidator shall be paid by the CG – Section 359(3) of the Act

10. Powers and Functions of Official Liquidator – Section 360 of the
Act
The Official Liquidator shall exercise such powers and perform such duties as the Central Government may prescribe
Without prejudice to the above provision, the Official Liquidator may –
1. exercise all or any of the powers as may be exercised by a Company Liquidator under the provisions of
the Act
2. conduct inquiries or investigations, if directed by the Tribunal or CG, in respect of matters arising out of
winding up proceedings

11. Appointment of Company liquidator – Section 34 of IBC
Where the Adjudicating Authority passes an order for liquidation of the corporate debtor,
the resolution professional appointed for the corporate insolvency resolution process, subject to submission of a written consent by the
resolution professional to the Adjudicatory Authority in specified form,
shall act as the liquidator for the purposes of liquidation unless replaced by the Adjudicating Authority
The Adjudicating Authority shall appoint an interim resolution professional on the insolvency commencement dateSection 16 of IBC
Section 22 of IBC
The committee of creditors, may, in the first meeting, by a majority vote of atleast 66% of the voting share of the
financial creditors, either resolve to appoint the interim resolution professional as a resolution professional or to
replace the interim resolution professional by another resolution professional

12. Powers and Duties of Company Liquidator – Section 290 of the
Act
carry on the business of the company so far as may be necessary for the beneficial winding up of the company
do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that
purpose, to use, when necessary, the company’s seal
sell the immovable and movable property and actionable claims of the company by public auction or private contract, with power
to transfer such property to any person or body corporate, or to sell the same in parcels
sell the whole of the undertaking of the company as a going concern
raise any money required on the security of the assets of the company
institute or defend any suit, prosecution or other legal proceeding, civil or criminal, in the name and on behalf of the company
Subject to Tribunal’s directions, if any, the Company Liquidator, in a winding up of a company by the Tribunal, shall have the following powers:

13. Contd.
invite and settle claim of creditors, employees or any other claimant and distribute sale proceeds in accordance with priorities
established under the Act
inspect the records and returns of the company on the files of the Registrar or any other authority
prove rank and claim in the insolvency of any contributory for any balance against his estate, and to receive dividends in the
insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors
draw, accept, make and endorse any negotiable instruments including cheque, bill of exchange, hundi or promissory note in the
name and on behalf of the company, with the same effect with respect to the liability of the company as if such instruments had
been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business
take out, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act
necessary for obtaining payment of any money due from a contributory or his estate which cannot be conveniently done in the
name of the company

14. Contd.
obtain any professional assistance from any person or appoint any professional, in discharge of his duties, obligations and
responsibilities and for protection of the assets of the company, appoint an agent to do any business which the Company
Liquidator is unable to do himself
take all such actions, steps, or to sign, execute and verify any paper, deed, document, application, petition, affidavit, bond or
instrument as may be necessary –
1. for winding up of the company
2. for distribution of assets
3. in discharge of his duties and obligations and functions as Company Liquidator
apply to the Tribunal for such orders or directions as may be necessary for the winding up of the company

15. Contd.
The exercise of powers by the Company Liquidator under section 290 (1) shall be subject to the overall control of the Tribunal –
Section 290 (2)
Notwithstanding the provisions of section 290 (1), the Company Liquidator shall perform such other duties as the Tribunal may
specify in this behalf – Section 290 (3)

16. Judicial Precedents
Appellant had invested in fixed deposit and hire purchase schemes of respondent-company. However respondent-company was
ordered to be wound up
Official Liquidator (OL) invited claims from creditors and accordingly appellant submitted its claim. After scrutiny and
examination of relevant records by OL, amount was disbursed in favour of appellant
However, OL re-examined appellant's claims, behind its back, on basis of objections raised by third person and consequently
concluded that excess amount had been paid to appellant. OL directed appellant to refund the same
It was found that re-examination of appellant's claim behind its back was contrary to principles of natural justice. Since appellant
was unreasonably harassed, order of OL directing appellant to refund excess amount with interest was set aside and quashed
Madhubala Sharma vs. Anand Pratyabhoot Vitt Nigam Ltd. (In Liqn.) – [2014] 51 taxmann.com 273 (Delhi)

17. Thank You
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