Section 353

Appointment of liquidator.—(1) In a members’ voluntary winding up, the company in general meeting shall appoint one or more liquidators, whose written consent to act as such has been obtained in advance, for the purpose of winding up the company’s affairs and distributing its assets.

(2) On the appointment of a liquidator all the powers of the board shall cease, except for the purpose of giving notice of resolution to wind up the company and appointment of liquidator and filing of consent of liquidator in pursuance of sections 351 and section 363 or in so far as the company in general meeting, or the liquidator sanctions the continuance thereof.

(3) The liquidator shall subject to the specified limits be entitled to such remuneration by way of percentage of the amount realised by him by disposal of assets or otherwise, as the company in general meeting may fix having regard to the nature of the work done, experience, qualification of such liquidator and size of the company:

Provided that different percentage rates may be fixed for different types of assets and items.

(4) In addition to the remuneration payable under sub-section (3), the company in general meeting may authorise payment of a monthly allowance to the liquidator for meeting the expenses of the winding up for a period not exceeding one year from the date of the commencement of winding up.

(5) The remuneration fixed as aforesaid shall not be enhanced subsequently but may be reduced by the Court at any time.

(6) If the liquidator resigns, is removed from office or otherwise ceases to hold office before conclusion of winding up, he shall not be entitled to any remuneration and remuneration already received by him, if any, shall be refunded by him to the company.

(7) The liquidator shall not resign or quit his office as liquidator before conclusion of the winding up proceedings except for reasons of personal disability to the satisfaction of the members and also be removed by a resolution in general meeting.

(8) No remuneration shall be payable to liquidator who fails to complete the winding up proceedings within the prescribed period.