Section 416, The Companies Act, 2009

(1) The liquidator in a members’ voluntary winding-upshall 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, he 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– (a) 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 3 months of the end of the year or such longer period as the Commission may allow; and (b) 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 28 days thereafter shall send a copy of the accounts to the Commission 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– 294 295 Final meeting and dissolution of Alternative provision as to company meeting in case of insolvency. Books and accounts during members’ (a) how the winding up has been conducted; (b) the result of the trading during such time as the business of the company has been carried on; and (c) how the property of the company has been disposed of, and shall then convene a general meeting of the company for the purpose of laying before it the accounts and of giving an explanation of the accounts. (4) Within 28 days after the meeting referred to in subsection (3), 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. (5) If a quorum was not present at the meeting the liquidator, in lieu of the statement made under subsection (4), shall send a statement that the meeting was duly convened and that no quorum was present at the meeting. (6) The records, books and accounts referred to in this section shall be in such 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. (7) 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 subsections (2) and (3) and the auditors shall state in a report annexed to the accounts 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 Act, and the accounts are in accordance with the books and records and give all the information required by this Act in the manner required and give a true and fair view of the matters stated in the accounts. (8) The 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 this Act for appointment as auditor of a public company; (ii) on or after his appointment as liquidator, the company resolved by special resolution that the amounts shall not be audited in accordance with this subsection. (9) A meeting required to be convened under this section shall be convened and held, so far as may be, in accordance with this Act and the regulations of the company relating to general meetings. (10) The liquidator shall preserve the books and papers of the company and of the liquidator for a period of 5 years from the dissolution of the company but thereafter may destroy the books and papers unless the Commission otherwise directs, in which event he shall not destroy the books and papers until the Commission consents in writing, (11) If a liquidator fails to comply with any of the provisions of this section, he shall be guilty of an offence and be liable to a fine not exceeding Le.500,000 for each default. Provisions applicable to creditors’ voluntary winding up