1. The company in its general meeting, where a resolution of voluntary winding up is passed, shall appoint a Company Liquidator from the panel prepared by the Central Government for the purpose of winding up its affairs and distributing the assets of the company and recommend the fee to be paid to the Company Liquidator.
2. Where the creditors have passed a resolution for winding up the company under sub-section (3 ) of section 306, the appointment of the Company Liquidator under this section shall be effective only after it is approved by the majority of creditors in value of the company:
Provided that: where such creditors do not approve the appointment of such Company Liquidator, creditors shall appoint another Company Liquidator.
3. The creditors while approving the appointment of Company Liquidator appointed by the company or appointing the Company Liquidator of their own choice, as the case may be, pass suitable resolution with regard to the fee of the Company Liquidator.
4. On appointment as Company Liquidator, such liquidator shall file a declaration in the prescribed form within seven days of the date of appointment disclosing conflict of interest or lack of independence in respect of his appointment, if any, with the company and the creditors and such obligation shall continue throughout the term of his or its appointment.
Legal Commentary & Landmark Judgments: Section 310
Section 310 of the Companies Act, 2013 regulated the appointment and remuneration of Company Liquidators in voluntary winding up; omitted by the IBC 2016, this process is now governed by Section 59(4) of the IBC.
Under Section 59(4) IBC, only an Insolvency Professional registered with IBBI can be appointed as liquidator. The appointing resolution must specify the exact fee cap or fee schedule under IBBI Regulations, as retrospective fee increases are invalid without creditor/member sanction.