COMPANIES ACT - 1963 (ACT 179)

    Section - 256 - Books and Acounts during Private Liquidation

    (1) The liquidator in a private liquidation shall keep proper records and books of account with respect to his acts and dealings and of the conduct of the winding up and of all receipts and payments by him and, so long as he carries on the business of the company, shall keep a distinct account of the trading.

    (2) In the event of the winding up continuing for more than a year the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up and of each succeeding year, or at the first convenient date within three months of the end of the year or such longer period as the Registrar may allow, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year and of the trading during such time as the business of the company has been carried on, and within twenty-eight days thereafter shall send a copy of such accounts to the Registrar for registration.

    (3) So soon as the affairs of the company are fully wound up, the liquidator shall prepare and send to every member of the company final accounts of the winding up showing how the winding up has been conducted, the result of the trading during such time as the business of the company has been carried on, and how the property of the company has been disposed of, and thereupon shall convene a general meeting of the company for the purpose of laying before it such accounts and of giving an explanation thereof.

    (4) Within twenty-eight days after the meeting referred to in the immediately preceding subsection the liquidator shall send to the Registrar for registration copies of the accounts laid before the meeting and a statement of the holding of the meeting and of its date:

    Provided that if a quorum was not present at the meeting the liquidator, in lieu of the statement hereinbefore mentioned, shall send a statement that the meeting was duly convened and that no quorum was present thereat.

    (5) The records, books and accounts referred to in this section shall be in such form, if any, as the Registrar may from time to time prescribe and shall give a true and fair view of the matters therein recorded and of the administration of the company's affairs and of the winding up.

    (6) The accounts referred to in subsection (2) and (3) of this section shall be audited by the auditors of the company prior to being laid before the company in general meeting in accordance with such subsections and the auditors shall state in a report annexed thereto whether, in their opinion and to the best of their information,

    (a) they have obtained all the information and explanations necessary for the purpose of their audit;

    (b) proper books and records have been maintained by the liquidator in accordance with this Code; and

    (c) such accounts are in accordance with the books and records and give all the information required by this Code in the manner therein required and give a true and fair view of the matters stated in such accounts:

    Provided that such audit and auditors' report shall not be required if,

    (a) the liquidator, or one of the liquidators if more than one, is duly qualified under section 296 of this Code for appointment as auditor of a public company; and

    (b) on or after his appointment as liquidator, the company resolved by special resolution that the accounts should not be required to be audited in accordance with this subsection.

    (7) Meetings required to be convened under this section shall be convened and held, so far as may be, in accordance with the provisions of this Code and the Regulations of the company relating to general meetings.

    (8) The liquidator shall preserve the books and papers of the company and of the liquidator for a period of five years from the dissolution of the company but thereafter may destroy such books and papers unless the Registrar shall otherwise direct in which event he shall not destroy the same until the Registrar shall consent in writing.

    (9) If a liquidator shall fail to comply with any of the provisions of this section he shall be liable to a fine not exceeding fifty pounds for each default.