Section 322 — Company in liquidation

(1) Every person,—
( a) who is the liquidator of any company which is being wound up, whether
under the orders of a court or otherwise; or
( b) who has been appointed the receiver of any assets of a company, (herein
referred to as the liquidator),
shall, within thirty days after he has become such liquidator, give notice of his
appointment as such to the Assessing Officer who is entitled to assess the income
of the company.
(2) The Assessing Officer shall, after making such inquiries or calling for such
information as he may deem fit, notify to the liquidator within three months from
the date on which he receives notice of the appointment of the liquidator the amount
which, in the opinion of the Assessing Officer, would be sufficient to provide for
any tax which is then, or is likely thereafter to become, payable by the company.
(3) The liquidator—
( a) shall not, without the leave of the Principal Chief Commissioner or Chief
Commissioner or Principal Commissioner or Commissioner, part with
any of the assets of the company or the properties in his hands until he
has been notified by the Assessing Officer under sub-section (2); and
( b) on being so notified, shall set aside an amount, equal to the amount
notified and, until he so sets aside such amount, shall not part with any
of the assets of the company or the properties in his hands.
(4) The provisions of sub-section (3) shall not debar the liquidator from parting
with such assets or properties for the purpose of—
( a) the payment of the tax payable by the company;
( b) making any payment to secured creditors whose debts are entitled under
law to priority of payment over debts due to Government on the date of
liquidation; or
( c) meeting such costs and expenses of the winding up of the company,
as are in the opinion of the Principal Chief Commissioner or Chief Commissioner
or Principal Commissioner or Commissioner, reasonable.
(5) If the liquidator fails to give the notice as per sub-section (1), or fails to set
aside the amount as required by sub-section (3), or parts with any of the assets of
the company or the properties in his hands in contravention of the provisions of
that sub-section, he shall be personally liable for the payment of the tax which the
company would be liable to pay.
(6) For the purposes of sub-section (5), if the amount of any tax payable by the
company is notified under sub-section (2), the personal liability of the liquidator
under that sub-section shall be to the extent of such amount.
(7) Where there are more liquidators than one, the obligations and liabilities
attached to the liquidator under this section shall attach to all the liquidators jointly
and severally.
(8) The provisions of this section shall have effect irrespective of anything to the
contrary contained in any other law in force, except the provisions of the Insolvency
and Bankruptcy Code, 2016 (31 of 2016).