1. 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 from the panel maintained under sub-section (2 ) as the Company Liquidator.
2. The provisional liquidator or the Company Liquidator, as the case may be, shall be appointed from a panel maintained by the Central Government consisting of the names of chartered accountants, advocates, company secretaries, cost accountants or firms or bodies corporate having such chartered accountants, advocates, company secretaries, cost accountants and such other professionals as may be notified by the Central Government or from a firm or a body corporate of persons having a combination of such professionals as may be prescribed and having at least ten years' experience in company matters.
3. Where a provisional liquidator is appointed by the Tribunal, the Tribunal may limit and restrict his powers by the order appointing him or it or by a subsequent order, but otherwise he shall have the same powers as a liquidator.
4. The Central Government may remove the name of any person or firm or body corporate from the panel maintained under sub-section (2 ) on the grounds of misconduct, fraud, misfeasance, breach of duties or professional incompetence:
Provided that: the Central Government before removing him or it from the panel shall give him or it a reasonable opportunity of being heard.
5. The terms and conditions of appointment of a provisional liquidator or Company Liquidator and the fee payable to him 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.
6. 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.
7. While passing a winding up order, the Tribunal may appoint a provisional liquidator, if any, appointed under clause (c ) of sub-section (1 ) of section 273, as the Company Liquidator for the conduct of the proceedings for the winding up of the company.
Legal Commentary & Landmark Judgments: Section 275
Section 275 of the Companies Act, 2013 (as amended by the Insolvency and Bankruptcy Code, 2016) governs the appointment of the Company Liquidator or Provisional Liquidator by the Tribunal from a panel of registered Insolvency Professionals or Official Liquidators, defining terms of office, remuneration, and mandatory conflict disclosures.
When moving for the appointment of a provisional liquidator under Section 275, petitioners must substantiate imminent dissipation, alienation, or siphoning of corporate assets with concrete documentary proof. For insolvency professionals appointed as liquidators, ensuring that the Section 275(6) declaration of independence is filed within seven days of the NCLT order is imperative to insulate subsequent liquidation actions from challenge.