Section 633: Books and accounts during members’ voluntary winding-up.

(1) The liquidator in a members’ voluntary winding-up shall—
(a) (a) keep—
(i) proper records and books of account with respect to his acts and dealings, the conduct of the winding-up, and
(ii) all receipts and payments by him; and
(b) if he carries on the business of the company, keep a distinct accountof the trading.
(2) In the event of the winding-up continuing for more than a year, theliquidator 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 Commission may allow, and shall lay before the meeting an account of his acts and dealings and of the conduct of the windingup during the preceding year and of the trading during such time as the business of the company has been carried on, and within 28 days thereafter shall send a copy of such accounts to the Commission for registration.
(3) As soon as the affairs of the company are fully wound up, theliquidator 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 28 days after the meeting referred to in the immediately preceding subsection, the liquidator shall send to the Commission 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 insuch form, if any, as the Commission may 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 subsections (2) and (3), shall be audited by the auditor 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; and
(b) proper books and records have been maintained by the liquidator in accordance with this Act, and such accounts are in accordance with the books and records and give all the information required by this Act 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—
(i) the liquidator, or one of the liquidators if more than one, is duly qualified under the provisions of this Act for appointment as auditor of a public company, and
(ii) on or after his appointment as liquidator, the company resolved byspecial resolution that the accounts shall not be audited in accordance with this subsection.
(7) Meetings required to be convened under this section or subsection (6), shall be convened and held, in accordance with the provisions of this Act 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 five years from the dissolution of the company but thereafter may destroy such books and papers unless the Commission shall otherwise direct, in which event he shall not destroy the same until the Commission consents in writing.
(9) If a liquidator fails to comply with any of the provisions of this section,he is liable to a penalty for each in such amount as the Commission shall specify in its regulations.