INDEX of CHARTS

Name of the Chapter Chart No.

Chapter 7 - Compromises, Arrangements &

7.1 to 7.5
Amalgama ons

Removal of Names of Companies from Register of

R.1, R.2
Companies

Chapter 10 - Winding Up 10.1 to 10.12

 Compromises, Arrangements & Amalgamations (Chart 7.1)

Sec on 230 - Power to compromise or make arrangements with creditors and members

Sub-sec on (1) Sub-sec on (2) Sub-sec on (3) Sub-sec on (4) Sub-sec on (5) Sub-sec on (6) Sub-sec on (7) Sub-sec on (8)
1) Where 1) Co. or other person, by 1) No ce of mee ng pursuant to order of Tribunal in Form CAA-2 be 1) No ce shall provide that 1) No ce in Form 1) Where, at mee ng, 1) Order in Form CAA-6 made by Order of Tribunal
compromise or whom applica on is made, shall sent to all creditors & all members & debenture-holders , individually persons to whom it is sent CAA-3, along with majority of persons Tribunal shall provide following shall be led with
arrangement is disclose to Tribunal by adavit by registered post/ speed post/ courier/ email/ hand delivery at may vote in mee ng either all documents shall represen ng three-fourths in ma ers : Registrar by the
proposed between- in Form NCLT-6 : registered address themselves or through also be sent to CG, value of creditors or a) where compromise or company within
a) Co & its a) all material facts , such as 2) No ce accompanied by scheme of compromise or arrangement, proxies or by postal ballot or income-tax members, vo ng in person or arrangement provides for period of 30 days
creditors/ latest nancial posi on of Co, valua on report & statement disclosing following details (Rule 6*) through electronic means to authori es, RBI, by proxy or by postal ballot , conversion of preference shares of receipt of order
b) Co & its Auditors report & pendency of a) details of order of Tribunal (b) details of company adop on of compromise or SEBI, Registrar, agree to any compromise or into equity shares , such
members, any inves ga on or c) rela onship subsis ng between companies who are par es to arrangement within 1 month respec ve stock arrangement & sanc oned by preference shareholders shall Sub-sec on (9)
Tribunal may, on proceedings against Co. scheme (holding/ subsidiary/ associate) from date of receipt of such exchanges, Ocial Tribunal by order, same shall be given op on to either obtain Tribunal may
applica on in Form b) reduc on of share capital of d) date of board mee ng at which scheme was approved by BOD no ce (Rule 9*) Liquidator, CCI & be binding on Co, all arrears of dividend in cash or dispense with
NCLT-1 , order Co. if any, e) explanatory statement disclosing details of scheme 2) Objec on to compromise other sectoral creditors, or members, or in accept equity shares equal to calling of mee ng
mee ng c) any scheme of corporate f) disclosure about eect of compromise or arrangement on KMP, or arrangement be made regulators or case of Co. being wound up, value of dividend payable; of creditor where
of creditors, or of debt restructuring consented to Directors, prompters, non-promoters, creditors, employees, deposit only by persons holding not authori es likely on liquidator & contributories b) protec on of any class of creditors, having
members, to be by not less than 75% of secured trustee, debenture trustee, etc. less than 10% of to be aected 2) Rule 15*: Co (or its creditors; at least 90% value ,
called, held & creditors in value, including: g) Disclosure about eect of compromise or arrangement on material shareholding or having 2) Representa ons , liquidator), shall, within 7 c) if compromise or agree & conrm,
conducted in i) Creditors responsibility interests of directors, KMP & debenture trustee outstanding debt amoun ng if any, to be made days of ling of report by arrangement results in varia on by way of
manner as Tribunal statement in Form CAA-1; h) inves ga on or proceedings, if any, pending against Co. to not less than 5% of total by them shall be Chairperson, present pe on of shareholders rights , it shall adavit, to
directs ii) safeguards for protec on of i) details of availability of documents for obtaining extract/copies for outstanding debt as per made within to Tribunal in Form CAA-5 for be given eect to under scheme of
2) Applica on sent other secured & unsecured inspec on latest audited FS period of 30 days sanc on of scheme provisions of sec on 48 ; compromise or
by Co. or of creditor creditors; j) details of approvals, sanc ons or no-objec on from regulatory or 3) Report of result of from date of 3) Rule 16*: (a) Tribunal - x d) if compromise or arrangement
or member, iii) report by auditor that fund other governmental authori es mee ng shall be in Form receipt of such date for hearing of pe on, & arrangement is agreed to by
or in case of Co. requirements a er corporate k) statement that persons to whom no ce is sent may vote in mee ng CAA-4 & shall state no. of no ce, failing no ce of hearing shall be creditors, proceedings pending Sub-sec on (10)
being wound up - debt restructuring shall 3) No ce & other documents shall also be placed on website of Co. & creditors or no. of members which, it shall be adver sed in same newspaper before BIFR shall abate; No compromise or
liquidator conform to liquidity test based in case of Listed Co, sent to SEBI & stock exchange where securi es of present & who voted either presumed that in which no ce of mee ng e) other ma ers necessary to arrangement in
3) Explana on: upon es mates provided to are listed, for placing on their website & also be published in in person or by proxy, or they have no was adver sed, or other eec vely implement terms of respect of any buy-
Arrangement them by Board; newspapers at least 1 English newspaper & in at least 1 vernacular through electronic means representa ons to newspaper as Tribunal may compromise or arrangement back of securi es
includes iv) where Co. proposes to adopt newspaper (Rule 7*) (Rule 13*) make on proposals direct, not less than ten days 2) No compromise or shall be sanc oned
reorganisa on of corporate debt restructuring 4) No ce by Adver sement shall indicate me within which copies of 4) Report shall be submi ed (Rule 8*) before date xed for hearing arrangement be sanc oned by by Tribunal unless
companys share guidelines specied by RBI, compromise or arrangement shall be made available free of charge to Tribunal by Chairperson , (b) No ce of hearing also be Tribunal unless cer cate by such buy-back is in
capital by statement to that eect ; & from registered oce within me xed by served by Tribunal to auditor led with Tribunal that accordance with
consolida on of v) valua on report in respect of 5) Chairperson or other person directed to issue adver sement & Tribunal , or where no me objectors & to CG & other accoun ng treatment , sec on 68
shares or by division shares & property & all assets no ce shall le adavit before Tribunal not less than 7 days before has been xed, within 3 days authori es who made proposed in scheme is in
of shares, or by by registered valuer date xed for mee ng or date of rst mee ng, sta ng that direc ons a er conclusion of mee ng representa on under Rule 8 conformity with AS prescribed
both methods regarding issue of no ce & adver sement duly complied (Rule 12*) (Rule 14*) u/s 133

* Companies (Compromises, Arrangements and Amalgama ons) Rules, 2017

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 Compromises, Arrangements & Amalgamations (Chart 7.2)

Sec on 231 - Power of Sec on 232 - Merger & Amalgama on of Companies

Tribunal to enforce
compromise/ arrangement
1) Where Tribunal makes
order u/s 230 sanc oning
compromise/ arrangement ,
it:
a) shall have power to
supervise implementa on of
compromise/ arrangement;
b) give direc ons in regard
to any ma er or make
modica ons in
compromise or arrangement
2) If Tribunal is sa sed that
compromise or arrangement
cannot be implemented
sa sfactorily with or
without modica ons, & Co.
is unable to pay its debts as
per scheme, it may make
order for winding up of Co.
u/s 273
3) Sec on also applies to Co .
of which, order has been
made before
commencement of this Act
Sub-sec on (1)
Where applica on is made to
Tribunal for sanc oning of
compromise/ arrangement
proposed between Co. & any
persons & it is shown to
Tribunal:
a) compromise/ arrangement has
been proposed for purposes of,
or in connec on with, scheme
for reconstruc on of Co. or
companies involving merger or
amalgama on of 2 or more
companies; &
b) whole or any part of
undertaking, property or
liabili es of transferor Co.
required to be transferred to
transferee Co. or is proposed to
be divided among & transferred
to 2 or more companies,
Tribunal may , order mee ng of
creditors or members , as case
may be, to be called, held &
conducted in manner as Tribunal
may direct & Sec on 230(3) to
(6) shall apply muta s mutandis
Sub-sec on (2)
Where order has been made
by Tribunal , merging Co. or Co.
in respect of which division is
proposed, also be required to
circulate following for mee ng
so ordered by Tribunal:
a) dra of proposed terms of
scheme drawn up & adopted by
directors of merging Co.;
b) conrma on that copy of
dra scheme has been led with
Registrar;
c) report adopted by directors
of merging companies explaining
eect of compromise on
shareholders, KMP, promotors &
non-promoter shareholders
d) report of expert with regard
to valua on ,
e) supplementary accoun ng
statement if last annual
accounts of any of merging Co.
relate to F.Y ending more than 6
months before rst mee ng of
Co. summoned for approving
scheme
Sub-sec on (3)
Tribunal , a er sa sfying that procedure has been
complied with, by order, sanc on compromise/
arrangement & make provision for following ma ers:
a) transfer to transferee Co. of whole or any part of
undertaking, property or liabili es of transferor Co .
from date determined by par es unless Tribunal
decides otherwise;
b) allotment or appropria on by transferee Co. of
any shares, debentures, policies or other like
instruments in Co. which, are to be allo ed or
appropriated by that Co. to or for any person
Provided that transferee Co. shall not , hold shares in
its own name or in name of any trust on its behalf or
on behalf of any of its subsidiary or associate
companies & such shares shall be cancelled or
ex nguished;
c) con nua on by or against transferee Co. of legal
proceedings pending by or against transferor Co. on
date of transfer;
d) dissolu on , without winding-up, of transferor Co
e) provision to be made for persons who dissent
from compromise or arrangement;
f) where share capital is held by non-resident
shareholder under FDI norms or guidelines specied
by CG, allotment of shares of transferee Co . as
specied in order;
g) transfer of employees of transferor to
transferee,
h) where transferor is listed Co . & transferee is
unlisted Co.-
A) transferee Co. shall remain unlisted un l it
becomes listed Co.
B) if shareholders of transferor decide to opt out
of transferee, provision be made for payment of
value of shares held by them & other benets as
per pre-determined price formula or a er
valua on is made
Amount of payment or valua on not be less
than that specied by SEBI under regula ons
framed by it;
i) where transferor Co. is dissolved, fee, paid by
transferor Co . on its authorised capital shall be set-
o against fees payable by transferee Co. on its
authorised capital subsequent to amalgama on;
j) such incidental, consequen al & supplemental
ma ers necessary to secure that M & A is fully &
eec vely carried out
No compromise/ arrangement be sanc oned by
Tribunal unless cer cate by Co.s auditor led
with Tribunal that accoun ng treatment ,
proposed in scheme is in conformity with AS
prescribed u/s 133
Sub-sec on (4)
Where order provides for transfer of
any property or liabili es , then
property be transferred to transferee
Co. & liabili es shall be transferred to
transferee Co. & any property, if order
so directs, be freed from charge which
by virtue of compromise/
arrangement, cease to have eect
Sub-sec on (5)
Co. shall le cer ed copy of order
with Registrar for registra on within
30 days of receipt of cer ed copy of
order
Sub-sec on (6)
Scheme indicate appointed date from
which it shall be eec ve & scheme be
deemed to be eec ve from such date
Sub-sec on (7)
Every Co. un l comple on of scheme,
le statement in Form CAA-8 & within
210 days from end of each F.Y. (as per
Rule 21*) with Registrar every year
duly cer ed by CA/ cost accountant/
CS in prac ce indica ng that scheme is
being complied with orders of Tribunal
or not

Rule 20* - Order made under sec on 232 read with sec on 230 shall be in Form No.CAA.7 with such varia on as circumstances may require

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 Compromises, Arrangements & Amalgamations (Chart 7.3)

Sec on 233 - Merger or Amalgama on of Certain Companies Sec on 234 - Merger or

Sub-sec on (1)
1) Scheme of merger/ amalgama on
may be entered into between 2 or
more small companies or between
holding Co. & its wholly-owned
subsidiary Co. or other classes of
companies, subject to following:
a) no ce of proposed scheme
invi ng objec ons or sugges ons,
from Registrar & Ocial Liquidators
or persons aected by scheme
within 30 days is issued by
transferor & transferee in Form CAA-
9 (Rule 25*)
b) objec ons & sugges ons received
are considered by companies in GM
& scheme is approved by members
at GM holding at least 90% of total
number of shares;
c) Companies involved in merger
les declara on of solvency , with
Registrar in Form CAA-10 (Rule 25*)
d) scheme is approved by majority
represen ng nine-tenths in value of
creditors of respec ve companies
indicated in mee ng convened by
Co. by giving a no ce of 21 days
along with scheme
Sub-sec on (2)
Transferee Co. le copy of approved scheme,
with CG, Registrar & Ocial Liquidator
Rule 25(4)* Transferee shall, within 7 days
a er conclusion of mee ng of members or
creditors, le copy of scheme along with
report of result in Form No. CAA.11 with CG,
along with fees
Sub-sec on (3)
On receipt of scheme, if Registrar or Ocial
Liquidator has no objec ons or sugges ons
to scheme, CG shall register same & issue
conrma on to companies in Form CAA-12
(Rule 25)
Sub-sec on (4)
If Registrar or Ocial Liquidator has
objec ons or sugges ons, he may
communicate same in wri ng to CG within
period of 30 days
If no communica on is made , it shall be
presumed that he has no objec on
Sub-sec on (5)
If CG a er receiving objec ons or
sugges ons is of opinion that scheme is not
in public interest or in interest of creditors,
it may le applica on before Tribunal within
period of 60 days of receipt of scheme
sta ng objec ons in Form CAA-13 (Rule 25)
Sub-sec on (6)
On receipt of applica on from CG or
any person, if Tribunal, for reasons
to be recorded in wri ng, is of
opinion that scheme should be
considered as per procedure laid
down u/s 232, Tribunal may direct
accordingly or conrm scheme by
order as it deems t
If CG does not have objec on or
does not le applica on before
Tribunal, it shall be deemed it has
no objec on to scheme
Sub-sec on (7)
Conrma on Order be
communicated in Form INC 28 to
Registrar having jurisdic on over
transferee & persons concerned &
Registrar shall register scheme &
issue conrma on to companies &
conrma on be communicated to
Registrars where transferor Co.
situated
Sub-sec on (8)
Registra on of scheme shall be
deemed to have eect of dissolu on
of transferor Co. without process of
winding-up
Sub-sec on (9)
Registra on of scheme shall have
following eects :
a) Transfer of property or liabili es
of transferor to transferee
b) charges, on property of
transferor Co. shall be enforceable
as if charges were on property of
transferee Co.
c) legal proceedings by or against
transferor Co. pending before court
of law be con nued by or against
transferee Co.
d) Where scheme provides for
purchase of shares held by
dissen ng shareholders or
se lement of debt due to dissen ng
creditors, amount to extent unpaid,
become liability of transferee Co.
Sub-sec on (10)
Transferee Co. shall not on merger/
amalgama on, hold shares in its
own name or in name of any trust
either on its behalf or on behalf of
its subsidiary, associate Co. & all
shares shall be cancelled or
ex nguished on merger/
amalgama on
Sub-sec on (11)
Transferee Co. shall le applica on
with Registrar along with scheme
registered, indica ng revised
authorised capital & pay fees due
on revised capital:
Fee, paid by transferor Co . on
authorised capital prior to merger/
amalgama on with transferee Co.
shall be set-o against fees payable
by transferee Co . on authorised
capital enhanced by merger/
amalgama on
Sub-sec on (12)
Sec on shall muta s mutandis
apply to Co. or specied in sub-
sec on (1) in respect of scheme of
compromise/ arrangement
referred to u/s 230 or division/
transfer of Co. referred to u/s
232(1)(b)
Sub-sec on (13)
CG may provide for merger or
amalgama on of companies
Sub-sec on (14)
Co. covered under this sec on may
use provisions of sec on 232 for
approval of scheme
amalgama on of Co. with
Foreign Co.
1) This Chapter unless otherwise
provided under any other law, shall
apply muta s mutandis to schemes of
mergers, amalgama ons between
companies registered under this Act &
companies incorporated in countries
no ed by CG
CG may make rules, in consulta on
with RBI
2) Foreign Co. may with prior approval
of RBI, merge into Co. registered
under this Act or vice versa & terms &
condi ons of scheme of merger may
provide for payment of considera on
to shareholders of merging Co. in
cash, or in Depository Receipts, or
partly in cash & partly in Depository
Receipts, as per scheme to be drawn
up for purpose
3) Rule 25A: Compliance with
Sec ons 230 to 232 of Act & rules
required for such mergers
Transferee ensure that valua on
conducted by valuers in accordance
with interna onally accepted
principles on accoun ng & valua on
Declara on to this eect be
a ached with applica on made to RBI

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 Compromises, Arrangements & Amalgamations (Chart 7.4)

Sec on 235 - Power to acquire shares of shareholders dissen ng from

Sec on 236 - Purchase of minority shareholding
scheme or contract approved by majority

Sub-sec on (1) Sub-sec on (2) Sub-sec on (3) Sub-sec on (4) Sub-sec on (5) Sub-sec on (1) Sub-sec on (2) Sub-sec on (3) Sub-sec on (6) Sub-sec on (8)
Where scheme/ Transferee Co . Where no ce has been given by Sum received In rela on to oer made by 1) In event of 1) Acquirer, person or Minority shareholders of Co. In absence of physical Where shares of minority
contract involving shall, unless transferee Co. & Tribunal has not, by transferor transferee Co. to acquirer, or group of persons shall oer to majority delivery of shares by shareholders have been
transfer of shares on applica on on applica on made by dissen ng Co. shall be shareholders of transferor person ac ng in oer to minority shareholders to purchase shareholders within me acquired & as on or prior to
Transferor Co. to made by shareholder, made an order to paid into Co. before commencement of concert with shareholders of Co. for minority equity shareholding specied by Co, share date of transfer following
Transferee Co. has, dissen ng contrary , separate bank this Act, this sec on shall acquirer, buying equity shares of Co. at price determined as cer cates shall be deemed such acquisi on, shareholders
within 4 months a er shareholder to Transferee Co . shall, on expiry of 1 account , & any have eect with following becoming held by such per Rule 27 to be cancelled , & transferor holding 75% or more minority
making of oer in Tribunal , month from date on which no ce such sum & modica ons : registered holder shareholders at price Sub-sec on (4) Co. be authorised to issue equity shareholding nego ate
that behalf by within 1 has been given, or, if applica on considera on a) in sub-sec on (1) , for of 90% or more determined on basis Majority shareholders shall shares in lieu of cancelled or reach understanding on
transferee Co., been month from to Tribunal by dissen ng so received words shares whose transfer of issued equity of valua on by deposit amount of value of shares & complete transfer & higher price for shares held
approved by holders date on which shareholder is pending, a er shall be held is involved other than shares share capital of registered valuer shares acquired by them in make payment of price out by them, majority
of not less than nine- no ce was applica on has been disposed of, by that Co. in already held at date of oer Co. or in event of 2) Rule 27*: separate bank account for at of deposit made by majority shareholders shall share
tenths in value of given & send copy of no ce to transferor trust for by, or by nominee of, person/ group of a) For Listed Company : least 1 year for payment to in advance to minority by addi onal compensa on so
shares whose transfer Tribunal Co. together with an instrument several transferee Co. or its persons i) Oer price be minority shareholders & shall dispatch of such payment received by them with such
is involved, other thinks t to of transfer , to be executed on persons subsidiaries, words shares becoming 90% determined in manner be disbursed to en tled Sub-sec on (7) minority shareholders on pro
than shares already order behalf of shareholder by person en tled to aected shall be majority or specied by SEBI shareholders within 60 days In event of majority rata basis
held at date of oer otherwise, be appointed by transferor Co. & on shares in subs tuted; holding 90% of under regula ons Disbursement shall shareholder requiring full Sub-sec on (9)
by, or by nominee of en tled to & its own behalf by transferee Co., respect of b) in sub-sec on (3), words issued equity b) For Unlisted Co. & con nue for 1 year , who had purchase & making payment When shareholder or
transferee Co. or its bound to & pay or transfer to transferor Co. which said together with instrument of share capital of Private Co, consider: not been made disbursement of price by deposit with Co. majority equity shareholder
subsidiary companies, acquire those amount/ considera on sum/ transfer, to be executed on Co., by virtue of i) Highest price paid within 60 days or if for shareholders who have fails to acquire full purchase
transferee Co. may, at shares on represen ng price payable by considera on behalf of shareholder by any amalgama on, by acquirer , person/ disbursement have been died or ceased to exist, or of shares of minority equity
any me within two terms on transferee Co. for shares which, were received person appointed by share exchange, group of persons for made, fail to receive/ claim whose heirs, successors, shareholders, then, provisions
months a er expiry which, under by virtue of this sec on, that Co. & be disbursed transferee Co. & on its own conversion of acquisi on during last payment arising out of such administrators or assignees of this sec on shall con nue
of said 4 months, give scheme or is en tled to acquire, & to en tled behalf by transferor Co. securi es or for 12 months disbursement have not been brought on to apply to residual minority
no ce to dissen ng contract, Transferor Co . shall: shareholders shall be omi ed any other reason, ii) Fair price of shares Sub-sec on (5) record by transmission , right equity shareholders, even
shareholder in Form shares of a) thereupon register transferee within 60 days Dissen ng shareholder such acquirer, be determined by In event of purchase, of such shareholders to though,-
No. CAA 14 (as per approving Co. as holder of those shares ; & includes shareholder who has person or group registered valuer transferor Co. shall act as make oer for sale of a) shares of Co. of residual
Rule 26*) at last shareholders b) within 1 month of date of such not assented to scheme/ of persons, shall Registered valuer transfer agent for receiving & minority equity shareholding minority equity shareholder
in mated address are to be registra on, inform dissen ng contract & any shareholder no fy Co. of their also provide valua on paying price to minority shall con nue & be available had been delisted; &
that it desires to transferred to shareholders of fact of who has failed or refused to inten on to buy report on basis of shareholders & for taking for period of 3 years from b) period of 1 year or period
acquire his shares transferee Co. registra on & receipt of amount / transfer his shares to remaining equity valua on addressed delivery of shares & date of majority acquisi on specied in regula ons by
considera on transferee Co. as per scheme shares to BOD delivering shares to majority or majority shareholding SEBI, had elapsed
 Compromises, Arrangements & Amalgamations (Chart 7.5)

Sec on 240 -
Sec on 239 -
Liability of ocers
Sec on 237 - Power of Central Government Preserva on of
Sec on 238 - Registra on of oer of in respect of
to provide for amalgama on of companies in books & papers
schemes involving transfer of shares oences commi ed
public interest of amalgamated
prior to merger,
companies
amalgama on, etc.
1) If CG is sa sed, it is essen al in public interest that 2 1) In rela on to every oer of scheme or Books & papers of Notwithstanding
or more companies should amalgamate , CG may, by contract involving transfer of shares in Co. which has been anything in any other
order no ed in Ocial Gaze e, provide for Transferor Co. to transferee Co. u/s 235, amalgamated with, law for me being in
amalgama on of those companies into single Co . with a) circular containing oer of scheme or or whose shares force, liability in
such cons tu on, property, powers, rights, interests, contract involving transfer of shares & have been acquired respect of oences
authori es & privileges, liabili es, du es & obliga ons, recommenda on to members of Transferor Co. by, another Co. commi ed under this
specied in order by its directors to accept such oer, shall be under this Chapter Act by ocers in
2) Order also provide for con nua on by or against accompanied by such informa on as set out in shall not be default , of transferor
transferee Co. of any legal proceedings pending by or Form CAA-15 (Rule 28*) disposed of without Co. prior to its merger,
against any transferor Co . & consequen al, incidental b) every oer shall contain statement by or on prior permission of amalgama on or
provisions in opinion of CG, necessary to give eect to behalf of transferee Co. , disclosing steps it has CG & before acquisi on shall
amalgama on taken to ensure that necessary cash will be gran ng such con nue a er such
3) Every member/ creditor, including debenture holder , available permission, merger, amalgama on
of transferor companies before amalgama on shall have c) every circular shall be presented to Registrar Government may or acquisi on
same interest in or rights against transferee Co . & in case for registra on & no such circular shall be appoint person to
interest or rights are less, he shall be en tled to issued un l it is so registered examine books &
compensa on to that extent Registrar may refuse , for reasons to be papers for purpose
4) Person aggrieved by assessment of compensa on, recorded in wri ng, to register circular which of ascertaining
within period of 30 days from date of publica on of such does not contain required informa on or whether they
assessment in Ocial Gaze e, prefer appeal to Tribunal which sets out such informa on in manner contain any
& assessment of compensa on be made by Tribunal likely to give false impression , & communicate evidence of
5) No order shall be made under this sec on unless - such refusal to par es within 30 days of commission of an
a) proposed order sent in dra to each of companies applica on oence in
concerned; 2) Appeal shall lie to Tribunal against order of connec on with
b) me for preferring appeal expired , or where appeal Registrar refusing to register any circular promo on/
has been preferred, appeal has been nally disposed o; Rule 29*: Aggrieved party may le appeal in forma on/
c) CG has considered , & made modica ons , in dra Form No. NCLT.9 supported with adavit in management of
order in light of sugges ons & objec ons received by it Form No. NCLT 6, against order of ROC refusing aairs, of transferor
from any Co, within period not being less than 2 months to register circular Co. or its
from date on which copy is received by that Co., or from 3) Director who issues circular which has not amalgama on or
shareholders, or creditors been presented for registra on & registered, acquisi on of its
6) Copies of every order , a er it has been made, be laid shall be punishable with ne which shall not shares
before each House of Parliament be less than Rs. 25,000/- extend to Rs.5,00,000/-

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 Removal of Names of Companies from Register of Companies (Chart R.1)

Sec on 248 - Power of Registrar to remove name of Co. from register of companies

Sub-sec on (1) Rule 3* Sub-sec on (2) Rule 4* Rule 5* Rule 8* Sub-sec on (3) Sub-sec on (6)
1) Where Registrar has Following categories of companies shall not be 1) Co. may, a er Every applica on shall 1) Applica on in Form If person is foreign Sub-sec on (2) 1) Registrar , before passing
reasonable cause to removed from register of companies: ex nguishing all accompany no objec on cer cate STK 2 shall be signed by na onal or NRI, shall not apply an order u/s 248(5), shall
believe: i) listed companies; (ii) vanishing companies; its liabili es, by from appropriate Regulatory director authorised by indemnity bond & to Co. registered sa sfy himself that
a) Co. failed to commence iii) delisted companies due to non-compliance SR or consent of Authority concerned in respect of Board in their behalf declara on shall be u/s 8 sucient provision has
business within 1 year of of lis ng regula ons or lis ng agreement or 75% members in following companies : 2) Where director notarised or Sub-sec on (4) been made for realisa on
its incorpora on; other statutory laws; terms of PSC, le i) companies which have conducted concerned does not appos lised or No ce issued of all amount due to Co. &
b) subscribers to iv) companies where inspec on or inves ga on applica on in or conduc ng non-banking have registered DSC , consularised u/s 248(1)/ (2) for payment or discharge
memorandum have not is ordered & being carried out or ac ons on Form STK-2 along nancial & investment ac vi es, physical copy be signed Rule 9* be published as of its liabili es &
paid subscrip on which order are yet to be taken up or were completed with fee of ii) housing nance companies, manually & be Registrar shall cause per Rule 7 & obliga ons by Co. within
they had undertaken to but prosecu ons arising out of such inspec on Rs.5,000/- (as per iii) insurance companies, a ached with Form no ce u/s 248(5) of also in Ocial reasonable me &, if
pay within 180 days from or inves ga on are pending in Court; Rule 4*) to iv) companies in business of capital STK 2 while uploading striking o name of Gaze e for necessary, obtain
date of incorpora on of v) companies where no ces u/s 234 of Registrar for market intermediaries, Rule 6* Co. from register of informa on of undertakings from MD,
Co. & declara on u/s Companies Act, 1956 or sec on 206 or sec on removing name v) companies engaged in collec ve Form STK 2 shall be companies & its general public director or other persons
11(1) to this eect not 207 of Act have been issued by Registrar or of Co. from investment schemes, cer ed by CA/CS/Cost dissolu on to be Sub-sec on (5) in charge of management
been led within 180 days Inspector & reply is pending register of vi) asset management companies, Accountant in whole published in Ocial At expiry of 2) Assets of Co. be available
of its incorpora on; vi) companies against which prosecu on for companies & vii) other Co regulated by other law me prac ce Gaze e in Form STK 7 me men oned for payment or discharge
c) Co. not carrying on oence is pending in any court; Registrar shall, on Applica on in Form STK 2 shall be Rule 7 * & same shall also be in no ce, of all its liabili es &
business or opera on for vii) companies whose applica on for receipt of such accompanied by- 1) No ce u/s 248(1) or placed on ocial Registrar may, obliga ons even a er date
period of 2 immediately compounding oences is pending before applica on, i) indemnity bond notarised by (2) be in Form STK 5 or website of MCA unless cause to of order removing name of
preceding nancial years competent authority cause public every director in Form STK 3 ; STK 6, as case may be: Rule 10* contrary Co. from register
& has not made viii) Co, which have accepted public deposits no ce ii) statement of accounts i) placed on ocial Applica on or pending is shown by Co., Sub-sec on (7)
applica on within such either outstanding or Co. is in default in 2) In case of Co. containing assets & liabili es of website of MCA, proceeding for striking strike o its Liability , of every director/
period for obtaining repayment; regulated under company made up to day , not ii) published in Ocial o or Form-FTE led name from manager/ other ocer &
status of dormant Co. u/s ix) Co. having charges which are pending for special Act , more than 30 days before date of Gaze e; with ROC prior to register of every member of Co.
455, sa sfac on; approval of applica on & cer ed by CA, iii) published in leading commencement of companies, & dissolved u/s 248(5),
he shall send no ce in x) Co. registered u/s 25 of Co.Act, 1956 or regulatory body iii) Adavit in Form STK-4 by every English newspaper & at these rules but not publish no ce in con nue & may be
Form STK-1 to Co. & all sec on 8 cons tuted or director, least once in leading disposed of for want Ocial Gaze e, enforced as if Co. had not
directors of Co., of his Vanishing Co .: Co registered under Act or established under iv) copy of SR duly cer ed by each vernacular language of informa on or & on been dissolved
inten on to remove name previous company law & listed with Stock that Act shall also director or consent of 75% of newspaper, both document shall, on its publica on in Sub-sec on (8)
of Co. from register of Exchange which has failed to le its returns with be obtained & members in terms of PSC as on date having wide circula on submission, to Ocial Gaze e, Nothing in this sec on
companies & reques ng ROC & Stock Exchange for consecu ve period of enclosed with of applica on; Co. shall also place sa sfac on of Co. shall stand shall aect power of
them to send 2 years, & is not maintaining its registered oce applica on v) statement regarding pending applica on on its authority, be disposed dissolved Tribunal to wind up Co .
representa ons, within 30 at address no ed with ROC or Stock Exchange li ga ons website, if any, ll of as per rules under name of which has been
days from date of no ce & none of its directors are traceable disposal Co. Act, 1956 struck o

* Companies (Removal of Names of Companies from Register of Companies) Rules, 2016

 Removal of Names of Companies from Register of Companies
(Chart R.2)

Sec on 250 - Sec on 251 - Sec on 252 - Appeal to Tribunal

Sec on 249 - Restric ons on
Eect of Co. Fraudulent 1) Person aggrieved by order of Registrar, no fying Co. as
making applica on under sec on
no ed as applica on for dissolved u/s 248, may le appeal to Tribunal within 3
248 in certain Situa ons Dissolved removal of name years from date of order of Registrar & if Tribunal is of
opinion that removal of name of Co. from register of
companies is not jus ed , it may order restora on of
1) Applica on u/s 248(2) on behalf of Co. shall not Where a Co. 1) Where it is found that
name of Co. in register
be made if , at any me in previous 3 months , Co.- stands dissolved applica on by Co. u/s
Tribunal shall give reasonable opportunity of making
a) has changed its name or shi ed its registered under sec on 248, 248(2) made with object
representa ons & of being heard to Registrar , Co. & all
oce from one State to another; it shall on & from of evading liabili es or
persons concerned
b) has made disposal for value of property or date men oned in with inten on to deceive
If Registrar is sa sed , that name of Co . has been struck
rights held by it, immediately before cesser of the no ce u/s creditors or defraud any
o from register of companies inadvertently or on basis of
trade or otherwise carrying on business, for 248(5) cease to persons, persons in
incorrect informa on furnished by Co. or its directors,
purpose of disposal for gain in normal course of operate as a Co. & charge of management of
which requires restora on in register, he may within 3
trading or otherwise carrying on of business; Cer cate of Co, notwithstanding that
years from date of passing of order u/s 248, le applica on
c) has engaged in any other ac vity except one Incorpora on Co. has been no ed as
before Tribunal seeking restora on of name of such Co.
which is necessary for making applica on, or issued to it shall dissolved-
2) Copy of order passed by Tribunal be led by Co. with
concluding aairs of Co., or complying with be deemed to a) be jointly & severally
Registrar within 30 days from date of order & on receipt of
statutory requirement; have been liable to persons who had
order, Registrar shall restore name of co in register & issue
d) has made applica on to Tribunal for cancelled from incurred loss or damage
fresh COI
sanc oning of compromise/ arrangement & such date except as result of Co. being
3) If Co., or any member or creditor or workman feels
ma er has not been nally concluded; or for purpose of no ed as dissolved; &
aggrieved by Co. having its name struck o from register,
e) is being wound up under Chapter XX realising amount b) be punishable for
make applica on , before expiry of 20 years from
2) If Co. les applica on u/s 248(2) in viola on of due to Co. & for fraud in manner u/s 447
publica on in Ocial Gaze e of no ce u/s 248(5) may,
249(1), it shall be punishable with ne which may payment or 2) Registrar may also
Tribunal, if sa sed, it is just that name of Co. be restored,
extend to Rs.1,00,000/- discharge of recommend prosecu on
order name of Co. to be restored to register, & give
3) Applica on led u/s 248(2) be withdrawn by liabili es or of persons responsible for
direc ons & make provisions as deemed just for placing Co.
Co. or rejected by Registrar as soon as condi ons obliga ons of Co. ling of applica on u/s
& all persons in same posi on as if name of Co. had not
u/s 249(1) are brought to his no ce 248(2)
been struck o from register of companies

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 Winding Up (Chart 10.1)

Part I - Winding Up by Tribunal

Sec on 271 - Circumstances in which Co. Sec on 273 - Powers Sec on 274 - Direc ons for
Sec on 272 - Pe on for winding up ling statement of aairs
may be wound up by Tribunal of Tribunal

1) Co. may, on pe on under sec on 272 , be wound
up by Tribunal ,
a) if Co. is unable to pay its debts ;
b) if Co. has, by SR, resolved that Co. be wound up by
Tribunal;
c) if Co. has acted against interests of sovereignty &
integrity of India , security
of State, friendly rela ons with foreign States, public
order, decency or morality;
d) if Tribunal has ordered winding up of Co. under
Chapter XIX ;
e) if on applica on made by Registrar or any person
authorised by CG by no ca on under this Act,
Tribunal is of opinion that aairs of Co. have been
conducted in fraudulent manner or Co. was formed
for fraudulent & unlawful purpose or persons
concerned in forma on/ management of its aairs
have been guilty of fraud, misfeasance or misconduct
that it is proper that Co be wound up;
f) if Co. has made a default in ling with Registrar its
FS or annual returns for immediately preceding 5
consecu ve F.Y. ; or
g) if Tribunal is of opinion that it is just & equitable
that Co. should be wound up
2) A Co. shall be deemed to be unable to pay its
debts:
a) if creditor , to whom Co. is indebted for amount
exceeding Rs. 1 lakh due, has served on Co ., demand
requiring Co. to pay amount so due & Co. has failed to
pay sum within 21 days a er receipt of such demand
or to provide adequate security or re-structure or
compound debt to reasonable sa sfac on of creditor;
b) if any execu on or other process issued on decree
or order of any court or tribunal in favour of creditor
of Co. is returned unsa sed in whole or in part; or
c) if it is proved to sa sfac on of Tribunal that Co. is
unable to pay its debts , Tribunal shall take into
account con ngent & prospec ve liabili es of Co.
For the sake of brevity, Ocial Liquidator whereever it appears is wri en as OL
1) Pe on to Tribunal for winding up of Co. shall be 1) Tribunal may, on receipt of 1) Where pe on for winding
presented by: pe on for winding up u/s 272 up is led before Tribunal by
a) Company ; (b) any creditors, including any con ngent pass any of following orders : person other than Co , Tribunal
or prospec ve creditors, (c) any contributories; ( d) all or a) dismiss it, with/ without costs; shall, if sa sed, by order direct
any of persons specied in clauses (a), (b) & (c) together ; b) make interim order as it thinks Co. to le its objec ons along
(e) Registrar ; t; with statement of aairs within
f) any person authorised by CG in that behalf; or (g) in c) appoint provisional liquidator 30 days of order
case falling u/s 271(1) (c) , by CG or SG
of Co. ll making of winding up Tribunal may allow further 30
2) Secured creditor, holder of debentures , & trustee for
order; days in situa on of con ngency
holders of debentures shall be deemed to be creditors
d) make order for winding up of or special circumstances
under clause (b) of sub-sec on (1)
Co. with/ without costs, Tribunal may direct pe oner
3) Contributory shall be en tled to present pe on for
e) any other order as it thinks t: to deposit security for costs as
winding up of Co., notwithstanding that he may be
holder of fully paid-up shares , or that Co. may have no Order be made within 90 days precondi on to issue direc ons
assets at all or may have no surplus assets le for from date of presenta on of 2) Co., which fails to le
distribu on among shareholders, & shares in respect of pe on statement of aairs , shall forfeit
which he is contributory or some of them were either Before appoin ng provisional right to oppose pe on &
originally allo ed to him or have been held by him, & liquidator under clause (c), directors & ocers of Co. found
registered in his name, for at least 6 months during 18 Tribunal shall give no ce to Co. & responsible for such non-
months immediately before commencement of winding reasonable opportunity to make compliance,be liable for
up or devolved on him through death of a former holder representa ons , if any, unless for punishment
4) Registrar be en tled to present pe on for winding special reasons to be recorded in 3) Directors & ocers of Co,
up on any of grounds specied u/s 271(1), except on wri ng, Tribunal thinks t to shall, within 30 days of order
grounds specied in clause (b)/ (d) or (g) of that sub- dispense with such no ce u/s 273(1)(d), submit, at cost of
sec on Tribunal shall not refuse to Co, books of account completed
Registrar shall not present pe on on ground that Co. make winding up order on & audited up to date of order,
is unable to pay its debts unless it appears to him either ground only that assets of Co. to liquidator in manner
from nancial condi on of Co. as disclosed in B/S or have been mortgaged for specied by Tribunal
report of inspector u/s 210
amount equal to or in excess of 4) Director or ocer of Co. in
Registrar shall obtain previous sanc on of CG to
those assets, or that Co. has no default shall be punishable with
presenta on of pe on
assets imprisonment for term which
CG shall not give its sanc on unless Co. has been given
2) Where pe on is presented on may extend to 6 months or
reasonable opportunity of making representa ons
5) Pe on presented by Co. before Tribunal be admi ed ground that it is just & equitable with ne of Rs. 25,000/- to Rs.
only if accompanied by statement of aairs that Co. should be wound up, 5,00,000/-, or with both
6) Before pe on presented by con ngent or Tribunal may refuse to make 5) Complaint may be led in
prospec ve creditor is admi ed, leave of Tribunal be order of winding up, if other this behalf before Special Court
obtained for admission of pe on remedy is available to pe oners by Registrar, provisional
7) Copy of pe on shall also be led with Registrar & he & they are ac ng unreasonably liquidator, Co. Liquidator or
shall, submit his views to Tribunal within 60 days of receipt of such pe on in seeking to have Co. wound up person authorised by Tribunal

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 Winding Up (Chart 10.2)

Part I - Winding Up by Tribunal

Sec on 278-
Sec on 279 - Stay
Sec on 275 - Co. Liquidators & their Sec on 276 - Removal & Sec on 277 - In ma on to Co. Liquidator, Eect of Sec on 280- Jurisdic on
of suits, etc., on
appointments replacement of liquidator provisional liquidator & Registrar winding up of Tribunal
winding up order
order

1) For winding up of Co. by Tribunal , Tribunal at me of passing 1) Tribunal may, on reasonable cause & for 1) Where Tribunal makes order for appointment of provisional liquidator Order for 1) When winding up Tribunal shall, notwithstanding
of order of winding up, shall appoint OL or liquidator from reasons to be recorded in wri ng , remove or for winding up of Co., it shall, within period not exceeding 7 days from winding up of order has been passed anything contained in any
panel as Co. Liquidator provisional liquidator or Co. Liquidato r, on any date of passing of order, cause in ma on to be sent to Co. Liquidator or Co. shall or provisional other law for me being in
2) Provisional liquidator or Co. Liquidator, as case may be, shall of following grounds: provisional liquidator & Registrar operate in liquidator has been force, have jurisdic on to
be appointed from panel maintained by CG consis ng of names a) misconduct ; 2) On receipt of copy of order, Registrar shall make endorsement to that favour of all appointed, no suit or entertain, or dispose of:
of CA, advocates, CS, Cost Accountants or rms or bodies b) fraud or misfeasance ; eect in his records rela ng to Co. & no fy in Ocial Gaze e that order creditors & all other legal proceeding a) any suit or proceeding by or
corporate having such CAs, advocates, CS, Cost Accountants & c) professional incompetence or failure to has been made & in case of listed Co., Registrar shall in mate about contributories be commenced , or if against Co,
other professionals no ed by CG or from rm or body exercise due care & diligence in performance of appointment or order, to stock exchanges where securi es of Co. are listed of Co. as if it pending at date of b) any claim made by or
corporate of persons having combina on of professionals & powers & func ons; 3) Winding up order shall be deemed to be no ce of discharge to ocers, had been winding up order, against Co, including claims by
having at least 10 years experience in Co. ma ers d) inability to act as provisional liquidator or as employees & workmen of Co., except when business of Co. is con nued made out on shall be proceeded or against any of its branches
3) Tribunal may limit & restrict powers of provisional case may be, Co. Liquidator; 4) Within 3 weeks from date of passing of winding up order, Co. Liquidator joint pe on with, by or against Co., in India;
liquidator, by order appoin ng him or by subsequent order, e) conict of interest or lack of independence shall applica on to Tribunal for cons tu on of winding up commi ee to of creditors & except with leave of c) applica on made u/s 233 ;
but otherwise he shall have same powers as liquidator during term of appointment that jus fy removal assist & monitor progress of liquida on proceedings by Co. Liquidator in contributories Tribunal & subject to d) scheme submi ed u/s 262 ;
4) CG may remove name of person or rm or body corporate 2) In event of death, resigna on or removal of carrying out func on & such winding up commi ee shall comprise: such terms as Tribunal e) any ques on of priori es or
from panel , on grounds of misconduct, fraud, misfeasance, provisional liquidator or Co. Liquidator, Tribunal (i) OL a ached to Tribunal; (ii) nominee of secured creditors ; & (iii) may impose any ques on whatsoever,
breach of du es or professional incompetence, a er giving may transfer work assigned to him to another professional nominated by Tribunal Applica on to whether of law or facts
reasonable opportunity of being heard Co. Liquidator for reasons recorded in wri ng 5) Co. Liquidator be convener of mee ngs of winding up commi ee which Tribunal seeking leave whether such suit or
5) Terms & condi ons of appointment & fee payable be 3) Where Tribunal is of opinion that liquidator is shall assist & monitor liquida on proceedings under this sec on be proceeding has been
specied by Tribunal on basis of task required to be performed, responsible for causing any loss or damage to 6) Co. Liquidator shall place before Tribunal report along with minutes of disposed of by ins tuted , or is ins tuted, or
experience, qualica on of such liquidator & size of Co. Co. due to fraud or misfeasance or failure to mee ngs of commi ee on monthly basis duly signed by members present Tribunal within 60 such claim or ques on has
6) On appointment as provisional liquidator or Co. Liquidator, exercise due care & diligence in performance of in mee ng ll nal report for dissolu on of Co. is submi ed before days arisen or arises or such
liquidator shall le declara on within 7 days from date of his or its powers & func ons, Tribunal may Tribunal 2) Nothing in sub- applica on has been made or
appointment disclosing conict of interest or lack of recover such loss or damage from liquidator & 7) Co. Liquidator shall prepare dra nal report for considera on & sec on (1) shall apply is made or such scheme has
independence in respect of his appointment, with Tribunal pass orders as it may think t approval of winding up commi ee to proceeding pending been submi ed, or is
7) While passing winding up order, Tribunal may appoint 4) Tribunal shall, before passing any order, 8) Final report so approved by winding up commi ee be submi ed by Co. in appeal before submi ed, before or a er
provisional liquidator , appointed u/s 273(1) (c), as Co. provide reasonable opportunity of being heard Liquidator before Tribunal for passing of dissolu on order in respect of Co. Supreme Court or High order for winding up of Co. is
Liquidator for conduct of proceedings for winding up of Co. to provisional liquidator or Co. Liquidator Court made

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 Winding Up (Chart 10.3)

Part I - Winding Up by Tribunal

Sec on 284 -
Sec on 282 - Direc ons of Promoters,
Sec on 281 - Submission of report by Co. Sec on 283 - Custody of Sec on 285 - Se lement of list of contributories
Tribunal on report of Co. directors, etc., to
Liquidator Co.s proper es cooperate with & applica on of assets
Liquidator
Co. Liquidator

1) Where Tribunal has made winding up order or appointed Co. 1) Tribunal , on considera on of report of Co. 1) Where winding up order has 1) Promoters, 1) A er passing of winding up order by Tribunal, Tribunal shall se le
Liquidator, such liquidator shall, within 60 days from order, submit to Liquidator, x me limit within which en re been made or where provisional directors, ocers & list of contributories , cause rec ca on of register of members where
Tribunal , report containing: proceedings be completed & Co. be dissolved liquidator has been appointed, Co. employees, in required in this Act & shall cause assets of Co. to be applied for
a) nature & details of assets of Co . including loca on & value, sta ng Tribunal, at any stage of proceedings , or on Liquidator or provisional liquidator , employment of Co. discharge of its liability
separately cash in hand & in bank, & nego able securi es held examina on of reports submited by Co. shall, on order of Tribunal , take into or ac ng or Where it appears to Tribunal that it would not be necessary to make
Valua on of assets shall be obtained from registered valuers Liquidator & a er hearing Co. Liquidator, his or its custody or control all associated with Co. calls on or adjust rights of contributories, Tribunal may dispense with
b) amount of capital issued, subscribed & paid-up ; creditors or contributories or other property, eects & ac onable shall extend full co- se lement of list of contributories
c) exis ng & con ngent liabili es of Co. sta ng separately amount of interested person, is of opinion that it will claims to which Co. is or appears to opera on to Co. 2) In se ling list of contributories, Tribunal shall dis nguish between
secured & unsecured debts, & in case of secured debts, par culars of not be advantageous or economical to be en tled to & take steps & Liquidator in those who are contributories in their own right & those who are
securi es given con nue proceedings, revise me limit measures, as may be necessary, to discharge of his contributories as being representa ves of, or liable for debts of, others
d) debts due to Co. & names, addresses, occupa ons of persons from 2) Tribunal may, also order sale of Co . as protect & preserve proper es of Co. func ons & du es 3) While se ling, Tribunal shall include every person , who is or has
whom they are due & amount likely to be realised, going concern or its assets or part thereof 2) Notwithstanding anything 2) Where person, been member, who shall be liable to contribute to assets of Co.
e) guarantees , extended by Co; Where it considers t, appoint sale contained in sub-sec on (1), all without reasonable amount sucient for payment of debts & liabili es & costs, charges &
f) list of contributories & dues , payable by them & details of any commi ee comprising such creditors, property & eects of Co. shall be cause, fails to expenses of winding up, & for adjustment of rights of contributories
unpaid call; promoters & ocers of Co. as Tribunal may deemed to be in custody of discharge his among themselves, subject to following condi ons:
g) details of trade marks & intellectual proper es , owned decide to assist Co. Liquidator in sale Tribunal from date of order for obliga ons under a) person who has been member not be liable to contribute if he has
h) details of subsis ng contracts, joint ventures & collabora ons , 3) Where report is received from Co. winding up sub-sec on(1), he ceased to be member for preceding 1 year or more before
i) details of holding & subsidiary companies , Liquidator or CG or any person that fraud 3) On applica on by Co. Liquidator shall be punishable commencement of winding up;
j) details of legal cases led by or against Co; & has been commi ed in respect of Co., or otherwise, Tribunal may , at any with imprisonment b) person who has been member not be liable to contribute in respect
k) other informa on which Tribunal may direct or Co. Liquidator may Tribunal shall, without prejudice to process me a er making of winding up which may extend of any debt or liability of Co. contracted a er he ceased to be member ;
consider necessary of winding up, order for inves ga on u/s order, require any contributory on to 6 months or with c) no person who has been member be liable to contribute unless it
2) Co. Liquidator shall include manner in which Co. was promoted/ 210, & on considera on of report of such list of contributories, & any trustee, ne which may appears to Tribunal that present members are unable to sa sfy
formed & whether in his opinion fraud has been commi ed in its inves ga on it may pass order & give receiver, banker, agent, ocer or extend to contribu ons required to be made by them in pursuance of this Act;
promo on/ forma on or by ocer of Co. since forma on & other direc ons u/s 339 to 342 or direct Co. other employee of Co., to pay, Rs.50,000/-, or with d) in case of Co. limited by shares , no contribu on be required
ma ers desirable to bring to no ce of Tribunal Liquidator to le criminal complaint against deliver, surrender or transfer , or both exceeding amount, unpaid on shares in respect of which he is liable as
3) Co. Liquidator shall also make report on viability of business of Co. or persons involved in commission of fraud within such me as Tribunal directs, such member;
steps which, in his opinion, are necessary for maximising value of assets 4) Tribunal may order for taking such steps & to Co. Liquidator, any money, e) in case of Co. limited by guarantee , no contribu on be required
4) Co. Liquidator may also, if he thinks t, make any further reports measures, as may be necessary, to protect, property or books & papers in his exceeding amount undertaken to be contributed to assets of Co. in
5) Person describing himself in wri ng to be creditor or contributory of preserve or enhance value of assets of Co. custody or under his control to event of its being wound up but if Co. has share capital , member shall
Co. be en tled by himself or by his agent at all reasonable mes to 5) Tribunal may pass other order or give such which Co. is or appears to be be liable to contribute to extent of sum unpaid on shares held by him
inspect report & take copies/ extracts on payment of prescribed fees other direc ons as it considers t en tled as if Co. were Co. limited by shares

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- CA, CS, LLB, B.Com., CISA downloaded from : Prepared By:
- Exper se knowledge in ISCA, IT, SM, LAW www.swapnilpatni.com Swarangee Deolekar
- Presence all over India at the age of 29 Contact No.: (020)-24466748
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 Winding Up (Chart 10.4)
Part I - Winding Up by Tribunal
Sec on 286 - Obliga ons of directors & Sec on 287 - Sec on 288 - Sec on 290 - Powers & du es of Co.
managers Advisory commi ee Submission of Liquidator Sec on 291 - Provision for professional
1) In case of limited Co , director or manager , 1) Tribunal may, while periodical reports 1) Subject to direc ons by Tribunal, Co. Liquidator, in assistance to Co. Liquidator
whose liability is unlimited , shall, in addi on to passing order of to Tribunal winding up of Co. by Tribunal, shall have power:
his liability, to contribute as ordinary member, be winding up, direct that a) to carry on business of Co . necessary for benecial
liable to make further contribu on as if he was there shall be, Advisory 1) Co. Liquidator winding up ; 1) Co. Liquidator may, with sanc on of Tribunal,
member of unlimited Co : commi ee to advise shall make periodical b) to do all acts & to execute, in name & on behalf of appoint one or more CAs/ CS / Cost Accountants
2) Provided that- Co. Liquidator & to reports to Tribunal Co., all deeds, receipts & other documents, to use, or legal prac oners or other professionals on
a) he shall not be liable to make such further report to Tribunal & in any case make when necessary, Co.s seal; terms & condi ons, necessary, to assist him in
contribu on, if he has ceased to hold oce for 2) It shall consist of not report at end of c) to sell immovable & movable property & ac onable performance of his du es & func ons
year or upwards before commencement of more than 12 members, each quarter with claims of Co. by public auc on or private contract, 2) Person appointed under this sec on shall
winding up; being creditors & respect to progress with power to transfer such property to any person or disclose to Tribunal any conict of interest or lack
b) he shall not be liable to make such further contributories or other of winding up body corporate, or to sell same in parcels; of independence in respect of his appointment
contribu on in respect of any debt or liability of persons 2) Tribunal may, on d) to sell whole of undertaking of Co. as going concern;
applica on by Co. Sec on 294 - Audit of Co. Liquidators accounts
Co. contracted a er he ceased to hold oce; 3) Co. Liquidator shall e) to raise any money required on security of assets
c) subject to ar cles of Co., director or manager convene mee ng of Liquidator, review f) to ins tute or defend any suit, prosecu on or other 1) Co. Liquidator shall maintain proper & regular
shall not be liable to make such further creditors & orders made by it & legal proceeding , civil or criminal, in name & on behalf books of account including accounts of receipts &
contribu on unless Tribunal deems it necessary to contributories, within make such of Co; payments made by him
require contribu on to sa sfy debts & liabili es 30 days from date of modica ons as it g) to invite & se le claim of creditors, employees or 2) He shall, at mes as may be prescribed but not
of Co., & costs, charges & expenses of winding up order of winding up for thinks t other claimant & distribute sale proceeds in less than twice in each year during his tenure of
enabling Tribunal to accordance with priori es established under this Act; oce, present to Tribunal account of receipts &
Sec on 292 - Exercise & control of Co. determine members of h) to inspect records & returns of Co . on les of payments as such liquidator in duplicate, which
Sec on 293 - Books
advisory commi ee Registrar or other authority; be veried by declara on
Liquidators powers to be kept by Co.
4) It shall have right to i) to prove rank & claim in insolvency of any 3) Tribunal shall cause accounts to be audited in
1) Subject to provisions of this Act, Co. Liquidator Liquidator
inspect books of contributory for any balance against his estate, & to manner as it thinks t, Co. Liquidator shall furnish
shall, have regard to direc ons given by
account & other 1) Co. Liquidator receive dividends in insolvency, in respect of that vouchers & informa on as Tribunal may require ,
resolu on of creditors or contributories at GM or
documents, assets & shall keep proper balance & Tribunal may, require produc on of, & inspect,
by advisory commi ee
proper es of Co. under books, in which he j) to draw, accept, make & endorse any nego able any books of account kept by Co. Liquidator
2) Direc ons given by creditors or contributories
liquida on at shall cause entries or instruments including cheque, bill of exchange, hundi 4) When accounts of Co. have been audited, one
at GM shall, in case of conict, be deemed to
reasonable me minutes to be made or promissory note in name & on behalf of Co; copy be led by Co. Liquidator with Tribunal , &
override direc ons given by advisory commi ee
5) Convening of of proceedings at k) to take out, in his ocial name, le ers of other copy be delivered to Registrar which shall
3) Co. Liquidator :
mee ngs, procedure to mee ngs administra on to any deceased contributory be open to inspec on by any creditor,
a) may summon mee ngs of creditors or
be followed thereat & 2) Any creditor or l) to obtain any professional assistance or appoint any contributory or person interested
contributories , whenever he thinks t, for
other ma ers to contributory may, professional , in discharge of his du es, obliga ons & 5) Where account relates to Government Co ., Co.
ascertaining their wishes ;
conduct of business by subject to control of responsibili es & for protec on of assets of Co., Liquidator forward copy:
b) shall summon mee ngs at such mes, as
advisory commi ee be ribunal, inspect appoint agent to do any business which he is unable to a) to CG, if it is member of Government Co.; or
creditors or contributories , may, by resolu on ,
prescribed books, personally or do himself; b) to any SG, if it is member of Government Co.;
direct, or whenever requested in wri ng to do so
6) Mee ng of advisory through his agent m) to take such ac ons, steps, or to sign, execute & or
by not less than 1/10th in value of creditors or
commi ee shall be verify any paper, deed, document, applica on, c) to CG & any SG , if both Governments are
contributories
chaired by Co. pe on, adavit, bond or instrument: (i) for winding members of Government Co.
4) Person aggrieved by act or decision of Co.
Liquidator up of Co; (ii) for distribu on of assets ; (iii) in discharge 6) Co. Liquidator shall cause accounts when
Liquidator may apply to Tribunal , & Tribunal may
of his du es & obliga ons & func ons as Co. audited , or summary , to be printed , & send by
conrm, reverse or modify act or decision
Liquidator; post to every creditor & every contributory
complained of & make further order as it thinks
n) to apply to Tribunal for such orders or direc ons Tribunal may dispense with compliance of this
just & proper
necessary for winding up of Co. sub-sec on in any case it deems t

Sec on 295 - Payment of debts by
contributory & extent of set-o
1) Tribunal may, a er passing of winding up
order, pass order requiring contributory for
me being on list of contributories to pay , in
manner directed by order, money due to Co.,
from him or from estate of person whom he
represents, exclusive of money payable by him
or estate by virtue of call
2) Tribunal, in making order, may:
a) in case of unlimited Co , allow to contributory,
by way of set- o , money due to him or to
estate, but not money due to him as member of
Co. in respect of any dividend or prot; &
b) in case of limited Co, allow director or
manager whose liability is unlimited, or his
estate, set-o
3) In case of Co., whether limited or unlimited,
when all creditors have been paid in full , money
due to contributory from Co. may be allowed to
him by way of set-o against subsequent call
Sec on 301 - Arrest of person trying to
leave India or abscond
At any me either before or a er passing
winding up order , if Tribunal is sa sed that
contributory or person having property,
accounts or papers of Co . in his possession
is about to leave India or otherwise to abscond ,
or is about to remove or conceal any of his
property, for purpose of evading payment of
calls or of avoiding examina on respec ng
aairs of Co., Tribunal may cause:
a) contributory to be detained un l such me
as Tribunal may order; &
b) his books & papers & movable property to be
seized & safely kept un l such me as Tribunal
may order
Winding Up (Chart 10.5)
Part I - Winding Up by Tribunal
Sec on 296 - Power of Tribunal to make
calls
Tribunal may, a er passing of winding up
order, & either before or a er it has
ascertained suciency of assets:
a) make calls on all or any of
contributories on list of contributories, to
extent of their liability , for payment of
money Tribunal considers necessary to
sa sfy debts & liabili es of Co., & costs,
charges & expenses of winding up, & for
adjustment of rights of contributories; &
b) make order for payment of any calls so
made
Sec on 302 - Dissolu on of Co. by
Tribunal
1) When aairs of Co. have been
completely wound up , Co. Liquidator shall
make applica on to Tribunal for
dissolu on
2) Tribunal shall on applica on led by Co.
Liquidator or when Tribunal is of opinion
that it is just & reasonable that order for
dissolu on of Co. should be made, make
order for dissolved of Co. from date of
order, Co. be dissolved accordingly
3) Within 30 days from date thereof, copy
of order, be forwarded by Co.
Liquidator to Registrar who shall record in
register rela ng to minute of dissolu on
4) If Co. Liquidator makes default in
forwarding copy of order within period,
he shall be punishable with ne of Rs.
5,000/- for every day during which default
con nues
Designed By: Swapnil Patni
- CA, CS, LLB, B.Com., CISA
- Exper se knowledge in ISCA, IT, SM, LAW
- Presence all over India at the age of 29
- Also known as the "Mo va onal Guru"
Sec on 297 - Adjustment of rights of
contributories
Tribunal shall adjust rights of contributories among
themselves & distribute any surplus among en tled
persons
Sec on 300 - Power to order examina on of
promoters, directors, etc
1) Where order made for winding up of Co. by Tribunal, &
Co. Liquidator has made report to Tribunal, sta ng in his
opinion fraud has been commi ed by any person in
promo on, forma on, business or conduct of aairs of Co.
since its forma on, Tribunal may, a er considering report,
direct person or ocer shall a end before Tribunal on day
appointed by it for that purpose, & be examined
2) Co. Liquidator shall take part in examina on , & if
specially authorised by Tribunal , employ legal assistance
3) Person shall be examined on oath & shall answer all such
ques ons as Tribunal may put , or allow to be put, to him
4) Person ordered to be examined under this sec on-
a) shall, before his examina on, be furnished at his own
cost with copy of report of Co. Liquidator; &
b) may at his own cost employ CA/CS/ Cost Accountants or
legal prac oners to appear before Tribunal u/s 432
5) If such person applies to Tribunal to be exculpated from
any charges made or suggested against him, it shall be duty
of Co. Liquidator to appear on hearing & call a en on of
Tribunal to ma ers which appear relevant
6) If Tribunal, a er considering evidence given or hearing
witnesses called by Co. Liquidator, allows applica on made
under sub-sec on (5), order payment to applicant of such
costs as it may think t
7) Notes of examina on be taken down in wri ng , & shall
be read over to or by, & signed by , person examined, copy
be supplied to him & may be used in evidence against him ,
& be open to inspec on by creditor or contributory at all
reasonable mes
8) Tribunal may, adjourn examina on from me to me
9) Examina on , if Tribunal so directs, be held before any
person or authority authorised by Tribunal
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Sec on 298 - Power Sec on 299 - Power to summon persons
to order costs suspected of having property of Co., etc.
Tribunal may, in 1) Tribunal may, a er appointment of provisional
event of assets of Co.liquidator or passing of winding up order, summon
being insucient to ocer of Co. or person known or suspected to have in
sa sfy its liabili es,his possession any property or books or papers , or be
make order for indebted to Co , or person whom Tribunal thinks to be
payment out of capable of giving informa on concerning promo on,
assets, of costs, forma on, trade, dealings, property, books or papers,
charges & expenses or aairs of Co.
incurred in winding 2) Tribunal may examine ocer or person so summoned
up, in such order of on oath , either by word of mouth or on wri en
priority inter se as interrogatories or adavit & may, in rst case, reduce
Tribunal thinks just his answers to wri ng & require him to sign them
& proper 3) Tribunal may require ocer or person so summoned
to produce any books & papers rela ng to Co. in his
custody or power , but, where he claims lien on books or
papers produced by him, produc on be without
prejudice to such lien
Sec on 303 -
4) Tribunal may direct liquidator to le report in respect
Appeals from orders of debt or property of Co. in possession of other persons
made before
5) If Tribunal nds that-
commencement of
a) person is indebted to Co , may order him to pay to
Act
provisional liquidator or, liquidator at such me,
Nothing in this
amount in which he is indebted , either in full discharge
Chapter shall aect
of whole amount or not, as Tribunal thinks t, with or
opera on or
without costs of examina on ;
enforcement of
b) person is in possession of property belonging to Co.,
order made by Court may order him to deliver to provisional liquidator or
in any proceedings liquidator, that property or any part , at such me,
for winding up of Co. manner & terms as Tribunal may consider just
immediately before 6) If ocer or person so summoned fails to appear
commencement of
before Tribunal at me appointed without reasonable
this Act & appeal
cause, Tribunal may impose appropriate cost
against such order
7) Order under sub-sec on (5) be executed in same
shall be led before
manner as decrees for payment of money or for delivery
authority competent of property
to hear such appeals 8) Person making payment or delivery in pursuance of
before such
order, be discharged from all liability whatsoever in
commencement
respect of such debt or property
Prepared By:
Swarangee Deolekar
 Winding Up (Chart 10.6)

Part III - Provisions applicable to every mode of Winding Up

Sec on 324 - Sec on 327 - Preferen al payments Sec on 329 - Sec on 330 -
Debts of all Sec on 326 - Overriding Sec on 328 - Fraudulent Transfers not in Certain
1) Subject to provisions of sec on 326, there 2) Where payment made to employee out of
descrip ons to be preferen al payments shall be paid in priority to all other debts : money advanced by person for that purpose, he preference good faith to be transfers to
admi ed to proof void be void
a) all revenues, taxes, cesses & rates due to CG shall have right of priority for money so
or SG or to local authority at relevant date, & advanced
In every winding up, 1) Notwithstanding anything contained in due & payable within 12 months immediately 3) Debts enumerated in this sec on shall- 1) Where Co. has given preference Any transfer of Any
all debts payable on this Act or any other law for me being in before that date; a) rank equally among themselves & be paid in to one of creditors or surety or property , movable transfer or
con ngency, & all force, in winding up of Co- b) all wages or salary including wages for full, unless assets are insucient to meet them, in guarantor for any of debts or or immovable, or assignment
claims against Co ., a) workmens dues ; & me/ piece work & commission of employee which case they shall abate in equal propor ons ; other liabili es of Co., which has any delivery of by Co. of all
present or future, b) debts due to secured creditors to in respect of services rendered to Co. & due b) so far as assets of Co. available for payment to eect of pu ng that person into goods, made by Co., its
certain or extent such debts rank u/s 325(3)(b)(iii) for period not exceeding 4 months within 12 general creditors are insucient to meet them, posi on which, in event of Co. not being transfer proper es
con ngent, pari passu with such dues, months immediately before relevant date; have priority over claims of holders of going into liquida on , will be or delivery made in or assets to
ascertained or shall be paid in priority to all other debts c) all accrued holiday remunera on to debentures under oa ng charge created by Co., be er than posi on he would ordinary course of trustees for
sounding only in In case of winding up of Co., sums employee, in case of his death, person & be paid accordingly out of property comprised have been in if that thing had not its business or in benet
damages, shall be towards wages or salary referred to u/s claiming under him in or subject to that charge been done prior to 6 months of favour of purchaser of all its
admissible to proof 325(3)(b)(i), which are payable for period d) unless Co. is being wound up voluntarily for 4) Subject to reten on of sums as may be making winding up applica on, or encumbrance in creditors
against Co., just of 2 years preceding winding up order , be reconstruc on/ amalgama on with another necessary for costs & expenses of winding up , Tribunal , if sa sed that, such good faith & for shall be
es mate being paid in priority to all other debts Co., all contribu ons payable during 12 debts be discharged so far as assets are sucient transac on is fraudulent valuable void
made, so far as (including debts due to secured months immediately before relevant date as to meet them preference may order for restoring considera on, if
possible, of value of creditors), within 30 days of sale of assets employer under ESI 5) In event of landlord/ other person distraining/ posi on if Co. had not given made within period
such debts or claims & shall be subject to such charge over e) unless Co. has, at commencement of having distrained on goods/ eects of Co. within preference of 1 year before
as may be subject to security of secured creditors winding up, under contract with insurer, 3 months immediately before date of winding up 2) If Tribunal is sa sed that there presenta on of
any con ngency, or 2) Debts payable under proviso to sub- rights capable of being transferred to & vested order, debts to which priority is given shall be is preference transfer of property , pe on for winding
may sound only in sec on (1) shall be paid in full before any in workmen , all amount due in respect of any rst charge or delivery of goods , payment, up by Tribunal or
damages, or for payment is made to secured creditors & compensa on or liability for compensa on in In respect of money paid under charge, execu on made , taken or done by passing of
some other reason therea er debts payable under that sub- respect of death or disablement of employee landlord/ other person have same rights of or against Co. within 6 months resolu on for
may not bear certain sec on shall be paid in full, unless assets f) all sums due to any employee from priority as person to whom payment is made before making winding up voluntary winding
value are insucient to meet them, in which provident fund, pension fund, gratuity fund or 6) Remunera on in respect of period of holiday applica on, Tribunal may order & up of Co., shall be
case in they shall abate equal propor ons other fund for welfare of employees or of absence from work on medical grounds be declare such transac on invalid & void against Co.
g) expenses of inves ga on u/s 213 & 216 deemed to be wages restore posi on Liquidator
 Winding Up (Chart 10.7)

Part III - Provisions applicable to every mode of Winding Up

Sec on 333 - Disclaimer of onerous property Sec on 334 - Sec on 335- Certain
Sec on 331 - Liabili es & Sec on 332 - Transfers, etc, a er a achments,
rights of certain persons Eect of 1) Where part of property 3) Tribunal , before or on gran ng leave to disclaim, may require commencement of execu ons, etc, in
of Co. which is being no ces to be given to persons interested , & impose terms as winding up to be winding up by
fraudulently preferred oa ng charge
wound up consists of: condi on of gran ng leave, & make order it considers just & proper void Tribunal to be void
a) land of any tenure , 4) Co. Liquidator not be en tled to disclaim property, where
burdened with onerous applica on made to him by person interested in property requiring
1) Where Co. is being wound up & Where Co. is 1) In case of 1) Where any Co. is
covenants; him to decide whether he will or will not disclaim & Co. Liquidator,
anything made, taken or done a er being wound up, voluntary winding being wound up by
b) shares or stocks in within 28 days a er receipt of applica on or extended period, not
commencement of this Act is invalid oa ng charge on up, transfer of Tribunal,-
companies; given no ce to applicant that he intends to apply to Tribunal for
under sec on 328 as fraudulent undertaking or shares in Co., a) any a achment,
c) any other property leave to disclaim
preference of person interested in property of Co. without sanc on of distress or
which is not saleable 5) Tribunal may, on applica on of person against Co. Liquidator,
property mortgaged or charged to created within 12 Co. Liquidator , & execu on put in
d) unprotable contracts , make order rescinding contract on terms as to payment by or to
secure Co.s debt, then, person months altera on in status force, without
Co. Liquidator may, with either party of damages for non-performance of contract , or
preferred be subject to same immediately of members of Co., leave of Tribunal
leave of Tribunal , by otherwise as Tribunal considers just & proper
liabili es, & shall have same rights, preceding made a er against estate or
wri ng signed by him, at 6) Tribunal may, on applica on by person who either claims interest
as if he had undertaken to be commencement commencement of eects of Co., a er
any me within 12 in disclaimed property or is under liability not discharged , make
personally liable as surety for debt , of winding up, winding up, shall commencement of
months a er order for ves ng of property in, or delivery of property to, person
to extent of mortgage or charge on shall, unless it is be void winding up; or
commencement of en tled or to whom it may seem just, or trustee for him, & on terms
property or value of his interest , proved that Co. 2) In case of b) any sale held,
winding up or extended as Tribunal considers just & proper, & on ves ng order being made,
whichever is less immediately a er winding up by without leave of
period, disclaim property property comprised shall vest in person named in that behalf
2) Value of interest of person crea on of charge Tribunal , any Tribunal of any of
Where Co. Liquidator Where property disclaimed is of leasehold nature , Tribunal shall
preferred be determined as at date was solvent , be disposi on of proper es or
had not become aware of not make ves ng order in favour of person claiming under Co,
of transac on cons tu ng invalid , except for property , including eects of Co., a er
existence of any property except upon terms of making that person -
fraudulent preference , as if interest amount of cash ac onable claims, such
within 1 month from a) subject to same liabili es & obliga ons as those to which Co. was
were free of all encumbrances paid to Co. at of Co., & transfer of commencement,
commencement of subject under lease at commencement of winding up
3) On applica on made to Tribunal me of, or shares in Co. or shall be void
winding up, power of b) if Tribunal thinks t, subject only to same liabili es & obliga ons
that payment was fraudulent subsequent to altera on in status 2) Nothing in this
disclaiming property may as if lease assigned at that date,
preference of surety or guarantor, crea on of, & in of its members, sec on shall apply
be exercised at any me in either event as if lease had comprised only property comprised
Tribunal shall have jurisdic on to considera on for, made a er to any proceedings
within 12 months a er in ves ng order, & any mortgagee or under-lessee declining to
determine ques ons arising charge, together commencement of for recovery of tax
becoming aware thereof accept ves ng order upon terms be excluded from all interest in, &
between person to whom payment with interest on winding up, shall, or impost or any
or extended period security upon property
was made & surety or guarantor & that amount at unless Tribunal dues payable to
2) Disclaimer shall operate if there is no person claiming under Co. willing to accept order
to grant relief rate of 5% per otherwise orders , Government
to determine , from date Tribunal have power to vest estate & interest of Co. in property in
4) Provisions of sub-sec on (3) shall annum or such be void
of disclaimer, rights, any person liable
apply muta s mutandis in rela on other rate as may
interest & liabili es of Co. 7) Person aected by opera on of disclaimer be deemed to be
to transac ons other than payment be no ed by CG
in or in respect of creditor to amount of compensa on or damages payable in respect
of money in this behalf
property disclaimed of such eect

Sec on 336 - Oences by ocers of companies in liquida on
1) If person, who is or has been ocer of Co:
a) does not, to best of his knowledge & belief, fully &
truly disclose to Co. Liquidator all property , movable &
immovable, of Co., & how & to whom & for what
considera on & when Co. disposed of part , except
disposed of in ordinary course of business of Co.;
b) does not deliver to Co. Liquidator, all part of movable
& immovable property of Co . in his custody or his
control;
c) does not deliver to Co. Liquidator, all books & papers
of Co. in his custody or under his control & required by
law to deliver up;
d) within 12 months immediately before
commencement of winding up or at any me
therea er,-
i) conceals any part of property of Co. to value of Rs.
1,000/- or more, or conceals any debt due to or from
Co.;
ii) fraudulently removes any part of property of Co. to
value of Rs.1,000/- or more;
iii) conceals, destroys, mu lates or falsies, or is privy to
concealment, destruc on, mu la on or falsica on of,
any book or paper aec ng or rela ng to, property or
aairs of Co.;
iv) makes, or is privy to making of, any false entry in
book or paper aec ng or rela ng to, property or
aairs of Co.;
v) fraudulently parts with, alters or makes any omission
in, or is privy to fraudulent par ng with, altering or
making of any omission in, any book or paper aec ng
or rela ng to property or aairs of Co.;
vi) by any false representa on or other fraud, obtains
on credit , property which Co. does not subsequently
pay for;
vii) under false pretence that Co. is carrying on its
business, obtains on credit , for or on behalf of Co.,
property which Co. does not subsequently pay for; or
viii) pawns, pledges or disposes of any property of Co.
which has been obtained on credit & has not been paid
for, unless in ordinary course of business of Co;
Winding Up (Chart 10.8)
Part III - Provisions applicable to every mode of Winding Up
Sec on 341 - Sec on 342 - Prosecu on of delinquent
Sec on 340 - Power of ocers & members of Co.
Sec on 337 - Sec on 338 - Liability Sec on 339 - Liability for Liability u/s 339
e) makes material omission in any Tribunal to assess & 340 to extend 1) If it appears to Tribunal in course of
statement rela ng to aairs of Co.; Penalty for frauds where proper accounts fraudulent conduct of to partners or winding up by Tribunal , that ocer, or any
damages against
f) knowing or believing that false by ocers not kept business directors in rmsmember, of Co. has been guilty of oence in
debt has been proved by person delinquent directors, etc or companies rela on to Co, either on applica on of person
under winding up, fails for period interested in winding up or suo motu, direct
of 1 month to inform Co. liquidator to prosecute oender or refer
If any person, being at me 1) Where Co. is being wound up, if 1) If in course of winding up of Co., it 1) If in course of winding up of Where
Liquidator thereof; ma er to Registrar
of commission of alleged it is shown that proper books of appears business of Co. has been carried on Co., it appears person who has declara on u/s
g) a er commencement of winding 2) If it appears to Co. Liquidator in course of
oence ocer of Co. which account were not kept by Co . with intent to defraud creditors of Co. or taken part in promo on or 339 or order u/s
up, prevents produc on of any voluntary winding up that ocer, or any
is subsequently ordered to throughout period of 2 years other persons or for fraudulent purpose , forma on of Co., or, who is or 340 is made in
book or paper aec ng or rela ng member, of Co. has been guilty of oence in
be wound up by Tribunal or immediately preceding Tribunal , on applica on of OL, or Co. has been director, manager, Co. respect of rm or
to property or aairs of Co.; rela on to Co, he shall report ma er to
which subsequently passes commencement of winding up, or Liquidator or creditor or contributory, may, Liquidator or ocer of Co: body corporate,
h) a er commencement of winding Registrar & furnish informa on & give access
resolu on for voluntary period between incorpora on of declare director, manager, or ocer of Co. a) has misapplied, or retained, Tribunal shall
up or at any mee ng of creditors to & facili es for inspec ng & taking copies of
winding up,- Co. & commencement of winding or persons knowingly par es to carrying on or become liable or accountable also have power
of Co. within 12 months next books & papers , as Registrar may require
a) has, by false pretences or up, whichever is shorter, every of business in manner aforesaid be for, money or property of Co.; or to make
before commencement of winding 3) Where report is made to Registrar:
by means of any other ocer of Co. in default , unless he personally responsible, without limita on b) has been guilty of any declara on u/s
up, a empts to account for any a) if he thinks t, may apply to CG for order to
fraud, induced any person shows that he acted honestly & of liability , for all or any of debts or other misfeasance or breach of trust in 339, or pass
part of property of Co. by c ous make further inquiry into aairs of Co.
to give credit to Co.; that in circumstances in which liabili es of Co. as Tribunal may direct rela on to Co., order u/s 340, as
losses or expenses; or b) if he considers that case is one in which
b) with intent to defraud business of Co. was carried on, On hearing of applica on, OL or Co. Tribunal may, on applica on of case may be, in
i) is guilty of any false prosecu on ought to be ins tuted , he shall
creditors of Co. or any default was excusable, be Liquidator , may give evidence/ call OL, or Co. Liquidator, or of any respect of any
representa on or fraud for report ma er to CG , & CG may, a er taking
other person, has made or punishable with imprisonment - 1 witnesses creditor or contributory, inquire person who was
purpose of obtaining consent of legal advice, direct Registrar to ins tute
caused to be made any gi to 3 years & with ne - Rs. 2) Where Tribunal makes declara on, it into conduct of person, director, at relevant me
creditors of Co. or any of them, to prosecu on
or transfer of, or charge on, 1,00,000/- to Rs. 3,00,000/- may give further direc ons for giving eect manager, Co. Liquidator or partner in that
an agreement with reference to No report be made by Registrar under this
or has caused or connived 2) It shall be deemed that proper to declara on : ocer, & order him to repay or rm or director
aairs of Co. or to winding up, clause without rst giving accused person
at levying of any execu on books of account have not been a) make provision for making liability of restore money or property , with of that body
he shall be punishable with reasonable opportunity of making statement
against, property of Co.; or kept in case of Co: such person under declara on charge on interest @ Tribunal considers corporate
imprisonment - 3 to 5 years & ne - in wri ng to Registrar & of being heard
c) with intent to defraud a) if books of account necessary to debt or obliga on due from Co. to him/ on just & proper , or to contribute
Rs. 1,00,000/- to 3,00,000/- 4) If it appears to Tribunal in course of
creditors of Co., has exhibit & explain transac ons & mortgage/ charge/ interest in mortgage/ sum to assets of Co. by way of
It shall be good defence if voluntary winding up that ocer, or any
concealed or removed part nancial posi on of business of Co, charge on assets of Co. held by/ vested in compensa on
accused proves that he had no member, of Co. has been guilty as aforesaid, &
of property of Co . since sucient detail of cash received & him, or person on his behalf, or person 2) Applica on be made within 5
intent to defraud or to conceal no report made by Co. Liquidator to Registrar ,
date of unsa sed cash paid, not been kept ; & claiming as assignee; years from date of winding up
true state of aairs of Co. or to Tribunal may, on applica on of person
judgment or order for b) where business of Co. has b) make further order as may be necessary order, or of rst appointment of
defeat law interested in winding up or suo motu, direct
payment of money involved dealings in goods , for enforcing any charge imposed Co. Liquidator in winding up, or
2) Every person who takes in pawn Co. Liquidator to make report
obtained against Co. or statements of annual stock takings 3) Every person knowingly party to carrying of misapplica on, retainer,
or pledge or otherwise receives 5) When prosecu on is ins tuted under this
within 2 months before &, except ordinary retail trade, of on of business in manner aforesaid, be misfeasance or breach of trust,
property, knowing it to be sec on, it shall be duty of liquidator & of
that date, all goods sold & purchased, liable for ac on u/s 447 whichever is longer
pawned, pledged, or disposed of in every ocer & agent of Co. to give all
he shall be punishable showing goods & buyers & sellers, 4) Sec on apply , notwithstanding that 3) Sec on apply ,
circumstances, shall be punishable assistance in connec on with prosecu on
with imprisonment - 1 to 3 sucient detail to enable goods & person concerned may be punishable under notwithstanding that ma er is
with imprisonment- 3 to 5 years & which he is reasonably able to give
years & ne - Rs. 1,00,000/- buyers & sellers to be iden ed , any other law in respect of ma ers on one for which person concerned
ne - Rs. 3,00,000/- to 5,00,000/- 6) If person fails/ neglects to give assistance ,
to Rs. 3,00,000/- not been kept ground of which declara on is to be made be criminally liable
ne - Rs.25,000/- to Rs.1,00,000/-
 Winding Up (Chart 10.9)

Part III - Provisions applicable to every mode of Winding Up

Sec on 344 - Sec on 346 - Sec on 348 - Informa on as to pending liquida ons
Sec on 343 - Co. Liquidator Sec on 345 -
Inspec on of
Statement Books & Sec on 347 - Disposal of 1) If winding up of Co. is not concluded within 1
to exercise certain powers books & papers
that Co. is in papers of Co. books & papers of Co. year a er commencement, Co. Liquidator shall,
subject to sanc on by creditors &
to be evidence unless exempted either wholly or in part by CG,
liquida on contributories
within 2 months of expiry of such year & therea er
un l winding up is concluded, at intervals of not
1) Co. Liquidator may : 1) Where Co. is Where Co. is 1) At any me 1) When aairs of Co . have been more than 1 year or at such shorter intervals, if any,
a) with sanc on of Tribunal , when being wound up, being wound a er making of completely wound up & is about to le statement , duly audited , by person qualied to
Co. is being wound up by Tribunal ; by Tribunal or up, all books & order for winding be dissolved , its books & papers & act as auditor of Co., w.r.t proceedings in, &
b) with sanc on of SR of Co. & prior voluntarily , every papers of Co. & up of Co. by those of Co. Liquidator may be posi on of, liquida on:
approval of Tribunal , in case of invoice , order for of Co. Tribunal, creditor disposed of as follows : a) in case of winding up by Tribunal , with Tribunal ;
voluntary winding up : goods or business Liquidator or contributory a) in case of winding up by b) in case of voluntary winding up , with Registrar :
i) pay any class of creditors in full; le er issued by or shall, as of Co. may Tribunal , in manner as Tribunal No audit necessary where sec on 294 apply
ii) make any compromise or on behalf of Co. between inspect books & directs; 2) When statement led with Tribunal , copy
arrangement with creditors or or Co. Liquidator contributories papers of Co. only b) in case of voluntary winding up , simultaneously be led with Registrar & be kept by
having or alleging themselves to of Co., or receiver of Co., be prima in accordance in manner as Co. by SR with prior him along with other records of Co.
have claim against Co, or whereby or manager of facie evidence with, & subject to approval of creditors direct 3) Where statement relates to Government Co . in
Co. may be rendered liable; or property of Co., of truth of all rules 2) A er expiry of 5 years from liquida on, Co. Liquidator shall forward copy :
iii) compromise call or liability to being document ma ers 2) Nothing dissolu on of Co., no responsibility a) to CG, if CG is member of Government Co.;
call, debt, & liability capable of on or in which purpor ng to contained in sub- shall devolve on Co., Co. b) to any SG , if SG is member of Government Co.; or
resul ng in debt , & any claim name of Co. be recorded sec on (1) shall Liquidator, or person to whom c) to CG & any SG , if both Governments are
2) Notwithstanding anything appears, shall therein exclude or restrict custody of books & papers members of Government Co.
contained in sub-sec on (1), in case contain statement any rights entrusted 4) Person sta ng himself in wri ng to be creditor or
of winding up by Tribunal , CG may that Co. is being conferred by any 3) CG may, by rules: contributory shall be en tled , by himself or by his
make rules to provide that Co. wound up law for me a) prevent for such period as it agent , at all reasonable mes, on payment of
Liquidator may, under circumstances 2) If Co. being in force: thinks proper destruc on of books prescribed fee, to inspect statement under sub-
& subject to condi ons, restric ons contravenes, Co., a) on CG or SG; & papers of Co. which has been sec on (1), & to receive copy/ extract
& limita ons , exercise of powers & every ocer, b) on any wound up & of its Co. Liquidator; & 5) Person fraudulently sta ng himself to be creditor
referred to in sub- clause (ii) or (iii) Co. Liquidator & authority or b) enable creditor or contributory or contributory be deemed to be guilty of oence
of clause (b) of sub-sec on (1) receiver or ocer; or of Co. to make representa ons to u/s 182 of Indian Penal Code, & on applica on of
without sanc on of Tribunal manager , who c) on any person CG in respect of ma ers specied Co. Liquidator, be punishable accordingly
3) Creditor or contributory may wilfully authorises ac ng under in clause (a) & to appeal to 6) If Co. Liquidator contravenes provisions of this
apply to Tribunal with respect to or permits non- authority of Tribunal from order which may be sec on, he shall be punishable with ne upto Rs.
exercise or proposed exercise of compliance , shall Government or of made by CG in ma er 5,000/- for every day during which failure con nues
powers by Co. Liquidator under this be punishable any such 4) If person acts in contraven on 7) If Co. Liquidator makes wilful default in causing
sec on, & Tribunal a er giving with ne - Rs. authority or of rule framed or order under sub- statement audited by person who is not qualied to
reasonable opportunity to applicant 50,000/- to Rs. ocer sec on (3), he shall be punishable act as an auditor of Co., he shall be punishable with
& Co. Liquidator, pass orders as it 3,00,000/- with imprisonment upto 6 months imprisonment - Upto 6 months or ne upto
may think t or ne - upto Rs.50,000/- or both Rs.1,00,000/- or both

Sec on 349 - OL to make
payments into public
account of India
Every OL shall, pay monies
received by him as OL of any
Co., into public account of
India in RBI
Sec on 354 - Mee ngs to
ascertain wishes of creditors opened in other bank specied by it
or contributories
1) In all ma ers rela ng to
winding up of Co., Tribunal
may:
a) have regard to wishes of
creditors or contributories of 12% per annum & also pay such penalty as may be
Co., as proved to it by any
sucient evidence;
b) if it thinks t for purpose of c) also be liable to have all or such part of his
ascertaining those wishes,
direct mee ngs of creditors or disallowed, or may also be removed from his oce
contributories to be called,
held & conducted in manner
as Tribunal may direct; &
c) appoint person to act as
chairman of any such mee ng this Chapter may be sworn :
& to report result thereof to
Tribunal
2) While ascertaining wishes
of creditors , regard shall be
had to value of each debt of
creditor
3) While ascertaining wishes
of contributories , regard shall
be had to number of votes
which may be cast by each
contributory
Part III - Provisions applicable to every mode of Winding Up
Sec on 350 - Co. Liquidator to deposit
monies into scheduled bank
1) Every Co. Liquidator of Co. shall,
deposit monies received by him in his capacity in
scheduled bank to credit of special bank account
opened by him in that behalf:
If Tribunal considers advantageous for creditors or
contributories or Co., it may permit account to be
2) If any Co. Liquidator retains for more than 10 days
sum exceeding Rs.5,000/- or other amount as Tribunal
may authorise him to retain, then, unless he explains
reten on to sa sfac on of Tribunal, he shall:
a) pay interest on amount so retained in excess , @
determined by Tribunal;
b) be liable to pay expenses by reason of his default; &
remunera on , as Tribunal consider just & proper,
Sec on 355 - Court, tribunal or person, etc.,
before whom adavit may be swom
1) Adavit required to be sworn under provisions/
a) in India before any court, tribunal, judge or person
lawfully authorised to take & receive adavits; &
b) in any other country before any court, judge or
person lawfully authorised to take & receive adavits
or before Indian diploma c or consular ocer
2) All tribunals, judges, Jus ces, commissioners &
persons ac ng judicially in India shall take judicial
no ce of seal, stamp or signature, of any such court,
tribunal, judge, person, diploma c or consular ocer,
a ached, appended or subscribed to adavit or to
other document for purposes of this Chapter
Winding Up (Chart 10.10)
Sec on 351 - Liquidator not
Sec on 352 - Co. Liquida on Dividend & Sec on 353 - Liquidator to
to deposit monies into
private banking account Undistributed Assets Account make returns, etc.
Neither OL nor Co. Liquidator 1) Where Co. is being wound up & liquidator has in his hands or 1) If Co. Liquidator made default in ling,
of Co. shall deposit any under his control money represen ng : delivering or making any return , account
monies received by him in his a) dividends payable to any creditor but which had remained or other document , or in giving any
capacity as such into private unpaid for 6 months a er they were declared; no ce which he is by law required to
banking account b) assets refundable to any contributory which have remained le, deliver, make or give, fails to make
Sec on 356 - Powers of undistributed for 6 months a er date on which they become good default within 14 days a er service
Tribunal to declare refundable, on him of a no ce requiring him to do
dissolu on of Co. void liquidator shall deposit said money into separate special account so, Tribunal may, on an applica on
1) Where Co. has been to be known as Co. Liquida on Dividend & Undistributed Assets made to it by contributory or creditor of
dissolved, Tribunal may at A/c in scheduled bank Co. or by Registrar, make order direc ng
any me within 2 years of 2) Liquidator shall, on dissolu on of Co., pay into Co. Liquida on Co. Liquidator to make good default
date of dissolu on, on Dividend & Undistributed Assets A/c any money represen ng within me specied in order
applica on by Co. Liquidator unpaid dividends or undistributed assets at date of dissolu on 2) Order may provide all costs of, &
of Co. or by other person who 3) Any money in Co. Liquida on Dividend & Undistributed Assets incidental to, applica on be borne by
appears to Tribunal to be A/c, which remains unclaimed for period of 15 years , be Co. Liquidator
interested, make order , upon transferred to general revenue a/c of CG 3) Nothing in this sec on shall prejudice
such terms, declaring 4) Liquidator retaining money which should have been paid by him opera on of any enactment imposing
dissolu on to be void , & such into Co. Liquida on Dividend & Undistributed Assets A/c shall: penal es on Co. Liquidator
proceedings may be taken as a) pay interest on amount retained @ 12% per annum & pay Sec on 358 - Exclusion of certain me
if Co. had not been dissolved penalty by Registrar ( CG may remit in part/whole interest)
in compu ng period of limita on
2) Duty of Co. Liquidator or b) be liable to pay any expenses by reason of his default; &
Notwithstanding anything in Limita on
person on whose applica on c) where winding up is by Tribunal , be liable to have all/ part of his
order was made, within 30 remunera on to be disallowed, & be removed from oce by Act, 1963, or in any other law for me
being in force, in compu ng period of
days a er making of order or Tribunal
further me as Tribunal may limita on specied for any suit or
Sec on 357 - Commencement of winding up by Tribunal applica on in name & on behalf of Co.
allow, to le cer ed copy of
order with Registrar who 1) Where, before presenta on of pe on for winding up of Co. by which is being wound up by Tribunal,
Tribunal, resolu on has been passed by Co. for voluntary winding period from date of commencement of
shall register same, & if Co.
Liquidator or person fails , he up, winding up of Co. shall be deemed to have commenced at me winding up of Co. to period of 1 year
immediately following date of winding
shall be punishable with ne of passing of resolu on , & unless Tribunal , on proof of fraud or
mistake, thinks t to direct otherwise, all proceedings taken in up order shall be excluded
upto Rs.10,000/- for every
voluntary winding up shall be deemed to have been validly taken
day during which default
2) In any other case , winding up of Co. by Tribunal shall be deemed
con nues
to commence at me of presenta on of pe on for winding up
 Winding Up (Chart 10.11)

Part IV - Ocial Liquidators

Sec on 360- Sec on 363 -

Sec on 359 - Sec on 362 - Sec on 365 -
Powers & Se lement Sec on 364 -
Appointment Sec on 361 - Summary Sale of assets & Order of
func ons of of claims of Appeal by
of Ocial procedure for liquida on recovery of dissolu on of
Ocial creditors by creditor
Liquidator debts due to Co. Co.
Liquidator OL

1) For purposes of 1) OL shall 1) Where Co. to be wound up under this 1) OL shall dispose of all 1) OL within 30 1) Creditor 1) OL shall, if he is
this Act,as it relates exercise such Chapter- assets whether movable days of his aggrieved by sa sed that Co. is
to winding up of powers & i) has assets of BV not exceeding Rs.1 Crore ; & or immovable within 60 appointment decision of OL u/s nally wound up ,
companies by perform such ii) belongs to such class of companies as may days of his appointment shall call upon 363 may le appeal submit nal report
Tribunal, CG may du es as CG be prescribed, 2) OL shall serve no ce creditors of Co. before CG within to:
appoint as many may prescribe CG may order it to be wound up by within 30 days of his to prove their 30 days of such i) CG, in case no
Ocial Liquidators 2) Ocial summary procedure provided under this Part appointment calling claims, within 30 decision reference was
(OL), Joint, Deputy Liquidator 2) Where order is made, CG shall appoint upon debtors of Co. or days of receipt 2) CG may a er made to Tribunal
or Assistant Ocial may: Ocial Liquidator as liquidator of Co . contributories , as case of such call calling report from u/s 364(4)
Liquidators as it a) exercise all 3) OL shall take into his custody or control all may be, to deposit 2) OL shall OL either dismiss ii) in any other
may consider or any of assets, eects & ac onable claims to which within 30 days with him prepare list of appeal or modify case, CG & Tribunal
necessary to powers of Co. is or appears to be en tled amount payable to Co. claims of decision of OL 2) CG, or as case
discharge func ons Company 4) OL, within thirty days of his appointment, 3) Where any debtor creditors & each 3) OL shall make may be, Tribunal
of Ocial Liquidator submit report to CG , including report does not deposit creditor shall be payment to on receipt of such
Liquidator under whether in his opinion, any fraud has been amount , CG may, on communicated creditors whose report shall order
2) Liquidators so provisions of commi ed in promo on/ forma on/ applica on made to it of claims claims have been that Co. be
appointed be this Act; & management of aairs of Co. or not by OL, pass orders as it accepted or accepted dissolved
whole- me ocers b) conduct 5) On receipt of report, if CG is sa sed that thinks t rejected along 4) CG may, at any 3) Where order is
of CG inquiries or any fraud has been commi ed by promoters, 4) Amount recovered with reasons to stage during made under sub-
3) Salary & other inves ga ons , directors or any ocer of Co., it may direct by OL shall be be recorded in se lement of sec on (2),
allowances be paid if directed by further inves ga on into aairs of Co. & that deposited in wri ng claims, if considers Registrar shall
by CG Tribunal or CG, report shall be submi ed accordance with necessary, strike o name of
in respect of 6) A er considering inves ga on report, CG provisions of sec on refer ma er to Co. from register of
ma ers arising may order winding up may be proceeded 349 Tribunal for companies &
out of winding under Part I of this Chapter or under necessary orders publish no ca on
up proceedings provision of this Part to this eect

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 CHAPTER XXI of Companies Act, 2013 (Chart 10.12)

Part I - Companies authorised to

Part II - Winding Up of Unregistered Companies
Register under this Act

Proviso to Sec on 372 - Sec on 373 - Sec on 376 - Sec on 377 - Provisions Sec on 378 - Saving &
Sec on 375 - Winding up of Unregistered companies
Sec on 370 - Power of Court to Suits stayed on Power to wind up of Chapter cumula ve construc on of enactments
1) Subject to provisions 4) Unregistered Co. deemed to be unable to pay its 1) Provisions of this Part, conferring power to wind
Con nua on of stay or restrain winding up foreign companies,
of this Part, unregistered debts- with respect to up partnership rm,
pending legal proceedings order Co. may be wound up a) if creditor , to whom Co. is indebted in sum exceeding although dissolved unregistered companies associa on or Co., etc., in
proceedings Provisions of this Where order has under this Act, & all 1 lakh rupees due, has served on Co ., in manner as Where body shall be in addi on to and certain cases
Act with respect to been made for provisions of this Act, Tribunal may approve/ direct, demand under his hand corporate not in deroga on of ,
Provided that 1) Nothing in this Part,
staying & restraining winding up, or with respect to winding requiring Co. to pay sum so due, & Co. has, for 3 weeks incorporated outside provisions hereinbefore in
execu on shall shall aect opera on of
suits & other legal provisional up shall apply to a er service of demand, neglected to pay sum or to India which has been this Act contained with
not issue against any enactment which
proceedings liquidator has unregistered Co ., with secure or compound, to the sa sfac on of creditor; carrying on business respect to winding up of
property or provides for any
against Co. at any been appointed excep ons & addi ons b) if any suit or legal proceeding has been ins tuted in India, ceases to companies by Tribunal
persons of any partnership rm, LLP or
me a er for, Co. registered 2) No unregistered Co . against member for debt/ demand due, or claimed to carry on business in 2) Tribunal or Ocial
individual society or co-opera ve
presenta on of in pursuance of shall be wound up under be due, from Co ., or from him as member, & no ce in India, it may be Liquidator exercise powers
member of Co. on society, associa on or Co.
pe on for winding this Part, no suit or this Act voluntarily wri ng been served on Co , but, Co. has not, within ten wound up as or do act in case of
any decree or being wound up , or being
up & before making other legal 3) Unregistered Co. may days a er service of no ce,- unregistered Co. unregistered companies
order obtained in wound up as Co. or as
of winding up order , proceeding shall be wound up under i) paid, secured or compounded for debt or demand; under this Part, which might be exercised or
any such suit or unregistered Co., under
shall, in case of Co. be proceeded with following circumstances : ii) procured suit or other legal proceeding to be stayed; notwithstanding that done by Tribunal or Ocial
proceeding ; but, Companies Act, 1956, or
registered in or commenced a) if Co. is dissolved, or iii) indemnied defendant to his sa sfac on against body corporate has Liquidator in winding up of
in event of Act repealed by that Act
pursuance of this against Co . or has ceased to carry on suit or legal proceeding , & against all costs, damages & been dissolved or companies formed &
property of Co. 2) Provided that references
Part, where contributory of Co. business, or is carrying on expenses to be incurred by him by reason of same; otherwise ceased to registered under this Act
being insucient in any such enactment to
applica on to stay in respect of any business only for purpose c) execu on or other process issued on decree or order exist as such under or Provided that unregistered
to sa sfy decree any provision contained in
or restrain is by debt of Co., except of winding up its aairs; of any Court or Tribunal in favour of creditor against by virtue of laws of Co. shall not, except in
or order, order Companies Act, 1956 or in
creditor, extend to by leave of b) if Co. is unable to pay Co., or any member as such, or any person authorised country under which event of its being wound
may be obtained any Act repealed by that
suits & legal Tribunal & except its debts; to be sued as nominal defendant on behalf of Co., is it was incorporated up, be deemed to be Co.
for winding up Act be read as references
proceedings against on such terms as c) if Tribunal is of opinion returned unsa sed in whole or in part; under this Act, & then only
Co. to corresponding provision ,
contributory of Co. Tribunal may it is just & equitable that d) otherwise proved to sa sfac on of Tribunal that Co. to extent provided by this
if any, contained in this Act
impose Co. should be wound up is unable to pay its debts Part

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a) Shall not include : (i) Railway Co. incorporated under any Act of Parliament or
other Indian law or any Act of Parliament of UK;
Unregistered
(ii) Co. registered under this Act ; or (iii) Co. registered under previous companies
Company
law & not being company registered oce whereof was in Burma, Aden,
Pakistan immediately before separa on of that country from India
b) Shall include : partnership rm, LLP or society or co-
opera ve society, associa on or Co. consis ng of more
than 7 members at me when pe on for winding up
partnership rm, LLP or society or co-opera ve society,
associa on or Co, is presented before Tribunal
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