Section40: Functions, duties and powers of liquidator

1) The functions, duties and powers of the liquidator, in addition to the other provisions set forth in this Act, shall be as follows:

(a) To institute or defend any case or legal action on behalf of the Company,

(b) To appoint employees to assist in the discharge of his or her functions,

(c) Where any instalment on any share of the Company is due, to make a call on the shareholder for payment of such instalment,

(d) To do and execute, or cause to be done and executed, all such acts and deeds or documents as required to be done and executed on behalf of the Company and in the name of the
company and use the seal of the Company for that purpose,

(e) To borrow loans against the security of the assets of the Company,

(f) Where the liquidator considers that the sale and disposal of any property or termination of any contract or liability will render benefits to the Company, to sell and dispose of such property or terminate such contract or liability,

(g) To enter into compromise with any creditor of the Company or any person who claims to be a creditor of the Company in relation to the claim made by such creditor or person,

(h) To enter into a compromise with any person against whom the Company may make a claim in relation to any loan, liability or any other claim,

(i) To sell the assets of the Company and distribute the proceeds of such sale pursuant to this Act and

(j) To perform, or cause to be performed, all such other acts as may be necessary to liquidate the Company.

2) It shall be the duty of the liquidator to perform the following functions, in addition to those set forth in sub-section (1):

(a) To collect, protect and sell the assets of the Company,

(b) To examine the business and financial situation of the Company,

(c) To accept the debt claim of any creditor subject to Chapter 6,

(d) To distribute the proceeds of the sale of the assets of the Company subject to the order of priority determined for the payment of liability pursuant to this Act,

(e) To call and conduct the meeting of creditors,

(f) To prepare a report on his or her acts and actions and present it to the Court and the Office,

(g) To facilitate the cancellation of the registration of the Company, and

(h) To examine or inquire into whether any director, employee, or shareholder of the Company or any person has committed any fraud, cheating or deception against the Company or its creditors and institute necessary legal action against such person.

3) In addition to the functions, duties and powers set forth in sub-section (1) or (2), the liquidator may also perform other functions, such as to get back any property of the Company if such property is used by any person or to institute legal action to get back such property or amount involved in a void transaction.

Provided that the liquidator shall not be entitled to make such expenses as may not be payable from the assets of the Company.

4) Even though the Company does not have an adequate amount to pay necessary expenses or remuneration to the liquidator for the exercise of the powers or performance of the duties set forth in Sub-section (1), (2) or (3), the liquidator shall exercise such powers and perform such duties.

5) Where the liquidator faces any difficulty with the exercise of any power or the performance of any duty pursuant to this Chapter, the liquidator may make an application to the Court for the removal of such difficulty, and where an application is so made, the Court may, if it holds the application to be reasonable, remove the difficulty.