1. Where the Tribunal makes an order for appointment of provisional liquidator or for the winding up of a company, it shall, within a period not exceeding seven days from the date of passing of the order, cause intimation thereof to be sent to the Company Liquidator or provisional liquidator, as the case may be, and the Registrar.
2. On receipt of the copy of order of appointment of provisional liquidator or winding up order, the Registrar shall make an endorsement to that effect in his records relating to the company and notify in the Official Gazette that such an order has been made and in the case of a listed company, the Registrar shall intimate about such appointment or order, as the case may be, to the stock exchange or exchanges where the securities of the company are listed.
3. The winding up order shall be deemed to be a notice of discharge to the officers, employees and workmen of the company, except when the business of the company is continued.
4. Within three weeks from the date of passing of winding up order, the Company Liquidator shall make an application to the Tribunal for constitution of a winding up committee to assist and monitor the progress of liquidation proceedings by the Company Liquidator in carrying out the function as provided in sub-section (5 ) and such winding up committee shall comprise of the following persons, namely:—
i. Official Liquidator attached to the Tribunal;
ii. nominee of secured creditors; and
iii. a professional nominated by the Tribunal.
5. The Company Liquidator shall be the convener of the meetings of the winding up committee which shall assist and monitor the liquidation proceedings in following areas of liquidation functions, namely:—
i. taking over assets;
ii. examination of the statement of affairs;
iii. recovery of property, cash or any other assets of the company including benefits derived there from;
iv. review of audit reports and accounts of the company;
v. sale of assets;
vi. finalisation of list of creditors and contributories;
vii. compromise, abandonment and settlement of claims;
viii. payment of dividends, if any; and
ix. any other function, as the Tribunal may direct from time to time.
6. The Company Liquidator shall place before the Tribunal a report along with minutes of the meetings of the committee on monthly basis duly signed by the members present in the meeting for consideration till the final report for dissolution of the company is submitted before the Tribunal.
7. The Company Liquidator shall prepare the draft final report for consideration and approval of the winding up committee.
8. The final report so approved by the winding up committee shall be submitted by the Company Liquidator before the Tribunal for passing of a dissolution order in respect of the company.
Legal Commentary & Landmark Judgments: Section 277
Section 277 of the Companies Act, 2013 regulates the mandatory intimation of winding-up or provisional liquidation orders to the liquidator and Registrar within seven days, triggering statutory gazetting, constructive notice of discharge to employees, and the constitution of a winding-up committee.
In employment and labour disputes arising post-winding up, corporate practitioners representing workmen must file proofs of debt with the liquidator for retrenchment compensation, notice pay, and statutory arrears, calculating the crystallization date strictly from the date of the Section 277 order unless an express continuation order was sanctioned by the NCLT.