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Radha Laxmi Meghana G Vijay Arora Karan Mehta Smrithi V. Gaurav Goel

AIR 2 AIR 8 AIR 9 AIR 11 AIR 15 AIR 17

Saisree Ravuri Keshav Kalra Akhil Sharma Samruddhi Limbhore Ankit Inani Krishna Wadhwa Yashna Khurana

AIR 18 AIR 21 AIR 23 AIR 28 AIR 43 AIR 45 AIR 49

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 Compromises, Arrangements & Amalgamations (Chart 5.1)
Section 230 - Power to compromise or make arrangements with creditors and members

Sub-section (1) Sub-section (2) Sub-section (3) Sub-section (4) Sub-section (5) Sub-section (6) Sub-section (7) Sub-section (8)
1) Where compromise 1) Co. or other person, by whom 1) Notice of meeting pursuant to order of Tribunal in Form CAA-2 be sent to 1) Notice shall provide that 1) Notice in Form 1) Where, at meeting, majority 1) Order in Form CAA-6 made by Order of Tribunal
or arrangement is application is made, shall disclose all creditors & all members & debenture-holders, individually by registered persons to whom it is sent may CAA-3, along with all of persons representing three- Tribunal shall provide following shall be filed with
proposed between- to Tribunal by affidavit in Form post/ speed post/ courier/ email/ hand delivery at registered address vote in meeting either documents shall also fourths in value of creditors or matters: Registrar by the
a) Co & its creditors/ NCLT-6: 2) Notice accompanied by scheme of compromise or arrangement, valuation themselves or through proxies be sent to CG, members, voting in person or by a) where compromise or company within
b) Co & its members, a) all material facts, such as latest report & statement disclosing following details (Rule 6*) or by postal ballot or through income-tax proxy or by postal ballot, agree arrangement provides for period of 30 days of
Tribunal may, on financial position of Co, Auditor’s a) details of order of Tribunal (b) details of company electronic means to adoption of authorities, RBI, to any compromise or conversion of preference shares receipt of order
application in Form report & pendency of any c) relationship subsisting between companies who are parties to scheme compromise or arrangement SEBI, Registrar, arrangement & sanctioned by into equity shares, such preference
Sub-section (9)
NCLT-1, order meeting investigation or proceedings (holding/ subsidiary/ associate) within 1 month from date of respective stock Tribunal by order, same shall be shareholders shall be given option
of creditors, or of against Co. d) date of board meeting at which scheme was approved by BOD receipt of such notice (Rule 9*) exchanges, Official binding on Co, all creditors, or to either obtain arrears of dividend Tribunal may
members, to be b) reduction of share capital of Co. e) explanatory statement disclosing details of scheme 2) Objection to compromise or Liquidator, CCI & members, or in case of Co. being in cash or accept equity shares dispense with calling
called, held & if any, f) disclosure about effect of compromise or arrangement on KMP, Directors, arrangement be made only by other sectoral wound up, on liquidator & equal to value of dividend payable; of meeting of
conducted in manner c) any scheme of corporate debt prompters, non-promoters, creditors, employees, deposit trustee, debenture persons holding not less than regulators or contributories b) protection of any class of creditor where
as Tribunal directs restructuring consented to by not trustee, etc. 10% of shareholding or having authorities likely to 2) Rule 15*: Co (or its liquidator), creditors; creditors, having at

34
2) Application sent by less than 75% of secured creditors g) Disclosure about effect of compromise or arrangement on material outstanding debt amounting to be affected shall, within 7 days of filing of c) if compromise or arrangement least 90% value,
Co. or of creditor or in value, including: interests of directors, KMP & debenture trustee not less than 5% of total 2) Representations, if report by Chairperson, present results in variation of shareholders’ agree & confirm, by
member, i) Creditor’s responsibility h) investigation or proceedings, if any, pending against Co. outstanding debt as per latest any, to be made by petition to Tribunal in Form CAA- rights, it shall be given effect to way of affidavit, to
or in case of Co. being statement in Form CAA-1; i) details of availability of documents for obtaining extract/copies for audited FS them shall be made 5 for sanction of scheme under provisions of section 48; scheme of
wound up - liquidator ii) safeguards for protection of inspection 3) Report of result of meeting within period of 30 3) Rule 16*: (a) Tribunal - fix date d) if compromise or arrangement is compromise or
3) Explanation: other secured & unsecured j) details of approvals, sanctions or no-objection from regulatory or other shall be in Form CAA-4 & shall days from date of for hearing of petition, & notice agreed to by creditors, proceedings arrangement
Arrangement includes creditors; governmental authorities state no. of creditors or no. of receipt of such of hearing shall be advertised in pending before BIFR shall abate;
reorganisation of iii) report by auditor that fund k) statement that persons to whom notice is sent may vote in meeting members present & who voted notice, failing which, same newspaper in which notice e) other matters necessary to Sub-section (10)
company’s share requirements after corporate debt 3) Notice & other documents shall also be placed on website of Co. & in case either in person or by proxy, or it shall be presumed of meeting was advertised, or effectively implement terms of No compromise or
capital by restructuring shall conform to of Listed Co, sent to SEBI & stock exchange where securities of are listed, for through electronic means (Rule that they have no other newspaper as Tribunal compromise or arrangement arrangement in
consolidation of liquidity test based upon estimates placing on their website & also be published in newspapers at least 1 English 13*) representations to may direct, not less than ten 2) No compromise or arrangement respect of any buy-
shares or by division provided to them by Board; newspaper & in at least 1 vernacular newspaper (Rule 7*) 4) Report shall be submitted to make on proposals days before date fixed for be sanctioned by Tribunal unless back of securities
of shares, or by both iv) where Co. proposes to adopt 4) Notice by Advertisement shall indicate time within which copies of Tribunal by Chairperson, within (Rule 8*) hearing certificate by auditor filed with shall be sanctioned
methods corporate debt restructuring compromise or arrangement shall be made available free of charge from time fixed by Tribunal, or (b) Notice of hearing also be Tribunal that accounting by Tribunal unless
guidelines specified by RBI, registered office where no time has been fixed, served by Tribunal to objectors & treatment, proposed in scheme is such buy-back is in
statement to that effect; & 5) Chairperson or other person directed to issue advertisement & notice shall within 3 days after conclusion to CG & other authorities who in conformity with AS prescribed accordance with
v) valuation report in respect of file affidavit before Tribunal not less than 7 days before date fixed for of meeting (Rule 14*) made representation under Rule u/s 133 section 68
shares & property & all assets by meeting or date of first meeting, stating that directions regarding issue of 8
registered valuer notice & advertisement duly complied (Rule 12*)

* Companies (Compromises, Arrangements and Amalgamations) Rules, 2017

The word "Tribunal “wherever it occurs in sections 230 to 232, the words "Central Government” shall be substituted. Hence, now process of compromise & arrangement will be executed by central government which was earlier executed by NCLT
 Compromises, Arrangements & Amalgamations (Chart 5.2)

Section 231 - Power of Section 232 - Merger & Amalgamation of Companies

Tribunal to enforce
compromise/ arrangement
1) Where Tribunal makes order Sub-section (1) Sub-section (2) Sub-section (3) Sub-section (4)
u/s 230 sanctioning ▪ Where application is made to ▪ Where order has been made by ▪ Tribunal, after satisfying that procedure has been g) transfer of employees of transferor to transferee, Where order provides for transfer of any
compromise/ arrangement, it: Tribunal for sanctioning of Tribunal, merging Co. or Co. in respect complied with, by order, sanction compromise/ h) where transferor is listed Co. & transferee is unlisted property or liabilities, then property be
a) shall have power to compromise/ arrangement proposed of which division is proposed, also be arrangement & make provision for following matters: Co.- transferred to transferee Co. & liabilities shall
supervise implementation of between Co. & any persons & it is required to circulate following for a) transfer to transferee Co. of whole or any part of A) transferee Co. shall remain unlisted until it becomes be transferred to transferee Co. & any
compromise/ arrangement; shown to Tribunal: meeting so ordered by Tribunal: undertaking, property or liabilities of transferor Co. from listed Co. property, if order so directs, be freed from
b) give directions in regard to a) compromise/ arrangement has a) draft of proposed terms of scheme date determined by parties unless Tribunal decides B) if shareholders of transferor decide to opt out of charge which by virtue of compromise/
any matter or make been proposed for purposes of, or in drawn up & adopted by directors of otherwise; transferee, provision be made for payment of value of arrangement, cease to have effect
modifications in compromise connection with, scheme for merging Co.; b) allotment or appropriation by transferee Co. of any shares held by them & other benefits as per pre- Sub section (5)
or arrangement reconstruction of Co. or companies b) confirmation that copy of draft shares, debentures, policies or other like instruments in Co. determined price formula or after valuation is made Co. shall file certified- copy of order with

35
2) If Tribunal is satisfied that involving merger or amalgamation of scheme has been filed with Registrar; which, are to be allotted or appropriated by that Co. to or ▪ Amount of payment or valuation not be less than that Registrar for registration within 30 days of
compromise or arrangement 2 or more companies; & c) report adopted by directors of for any person specified by SEBI under regulations framed by it; receipt of certified copy of order
cannot be implemented b) whole or any part of undertaking, merging companies explaining effect of Provided that transferee Co. shall not, hold shares in its i) where transferor Co. is dissolved, fee, paid by Sub section (6)
satisfactorily with or without property or liabilities of transferor compromise on shareholders, KMP, own name or in name of any trust on its behalf or on behalf transferor Co. on its authorised capital shall be set-off Scheme
-
modifications, & Co. is unable Co. required to be transferred to promotors & non-promoter of any of its subsidiary or associate companies & such against fees payable by transferee Co. on its authorised indicate appointed date from which it shall be
to pay its debts as per scheme, transferee Co. or is proposed to be shareholders shares shall be cancelled or extinguished; capital subsequent to amalgamation; effective & scheme be deemed to be effective
it may make order for winding divided among & transferred to 2 or d) report of expert with regard to c) continuation by or against transferee Co. of legal j) such incidental, consequential & supplemental from such date
up of Co. u/s 273 more companies, valuation, proceedings pending by or against transferor Co. on date of matters necessary to secure that M & A is fully & Sub-section (7)
3) Section also applies to Co. of ▪ Tribunal may, order meeting of e) supplementary accounting transfer; effectively carried out Every Co. until completion of scheme, file
which, order has been made creditors or members, as case may statement if last annual accounts of d) dissolution, without winding-up, of transferor Co ▪ No compromise/ arrangement be sanctioned by statement in Form CAA-8 & within 210 days
before commencement of this be, to be called, held & conducted in any of merging Co. relate to F.Y ending e) provision to be made for persons who dissent from Tribunal unless certificate by Co.’s auditor filed with from end of each F.Y. (as per Rule 21*) with
Act manner as Tribunal may direct & more than 6 months before first compromise or arrangement; Tribunal that accounting treatment, proposed in Registrar every year duly certified by CA/ cost
Section 230(3) to (6) shall apply meeting of Co. summoned for f) where share capital is held by non-resident shareholder scheme is in conformity with AS prescribed u/s 133 accountant/ CS in practice indicating that
mutatis mutandis approving scheme under FDI norms or guidelines specified by CG, allotment of scheme is being complied with orders of
shares of transferee Co. as specified in order; Tribunal or not

▪ Rule 20* - Order made under section 232 read with section 230 shall be in Form No.CAA.7 with such variation as circumstances may require
The word "Tribunal “wherever it occurs in sections 230 to 232, the words "Central Government” shall be substituted. Hence, now process of compromise & arrangement will be executed by central government which was earlier executed by NCLT
 Compromises, Arrangements & Amalgamations (Chart 5.3)

Section 233 - Merger or Amalgamation of Certain Companies Section 234 - Merger or

amalgamation of Co. with
Foreign Co.
Sub-section (1) Sub-section (2) Sub-section (6) Sub-section (9) Sub-section (11) 1) This Chapter unless otherwise provided
1) Scheme of merger/ amalgamation Transferee Co. file copy of approved scheme, On receipt of application from CG or any Registration of scheme shall have Transferee Co. shall file application under any other law, shall apply mutatis
may be entered into between 2 or more with CG, Registrar & Official Liquidator person, if Tribunal, for reasons to be following effects: with Registrar along with scheme mutandis to schemes of mergers,
small companies or between holding Co. ▪ Rule 25(4)* Transferee shall, within 7 days after recorded in writing, is of opinion that a) Transfer of property or liabilities of registered, indicating revised amalgamations between companies
& its wholly-owned subsidiary Co. or conclusion of meeting of members or creditors, scheme should be considered as per transferor to transferee authorised capital & pay fees due on registered under this Act & companies
other classes of companies, subject to file copy of scheme along with report of result in procedure laid down u/s 232, Tribunal b) charges, on property of transferor Co. revised capital: incorporated in countries notified by CG
following: Form No. CAA.11 with CG, along with fees may direct accordingly or confirm shall be enforceable as if charges were ▪ Fee, paid by transferor Co. on ▪ CG may make rules, in consultation with
a) notice of proposed scheme inviting Sub-section (3) scheme by order as it deems fit on property of transferee Co. authorised capital prior to merger/ RBI
objections or suggestions, from On receipt of scheme, if Registrar or Official ▪ If CG does not have objection or does c) legal proceedings by or against amalgamation with transferee Co. 2) Foreign Co. may with prior approval of
Registrar & Official Liquidators or Liquidator has no objections or suggestions to not file application before Tribunal, it transferor Co. pending before court of shall be set-off against fees payable by RBI, merge into Co. registered under this

36
persons affected by scheme within 30 scheme, CG shall register same & issue shall be deemed it has no objection to law be continued by or against transferee Co. on authorised capital Act or vice versa & terms & conditions of
days is issued by transferor & transferee confirmation to companies in Form CAA-12 (Rule scheme transferee Co. enhanced by merger/ amalgamation scheme of merger may provide for
in Form CAA-9 (Rule 25*) 25) d) Where scheme provides for purchase Sub-section (12) payment of consideration to shareholders
Sub-section (7)
b) objections & suggestions received are Sub-section (4) Confirmation Order be communicated in of shares held by dissenting Section shall mutatis mutandis apply of merging Co. in cash, or in Depository
considered by companies in GM & If Registrar or Official Liquidator has objections Form INC 28 to Registrar having shareholders or settlement of debt due to Co. or specified in sub-section (1) in Receipts, or partly in cash & partly in
scheme is approved by members at GM or suggestions, he may communicate same in jurisdiction over transferee & persons to dissenting creditors, amount to respect of scheme of compromise/ Depository Receipts, as per scheme to be
holding at least 90% of total number of writing to CG within period of 30 days concerned & Registrar shall register extent unpaid, become liability of arrangement referred to u/s 230 or drawn up for purpose
shares; ▪ If no communication is made, it shall be scheme & issue confirmation to transferee Co. division/ transfer of Co. referred to 3) Rule 25A: ▪ Compliance with Sections
c) Companies involved in merger files presumed that he has no objection companies & confirmation be Sub-section (10) u/s 232(1)(b) 230 to 232 of Act & rules required for such
declaration of solvency, with Registrar Sub-section (5) communicated to Registrars where Transferee Co. shall not on merger/ mergers
Sub-section (13)
in Form CAA-10 (Rule 25*) If CG after receiving objections or suggestions is transferor Co. situated amalgamation, hold shares in its own CG may provide for merger or ▪ Transferee ensure that valuation
d) scheme is approved by majority of opinion that scheme is not in public interest or Sub-section (8) name or in name of any trust either on amalgamation of companies conducted by valuers in accordance with
representing nine-tenths in value of in interest of creditors, it may file application Registration of scheme shall be deemed its behalf or on behalf of its subsidiary, internationally accepted principles on
Sub-section (14)
creditors of respective companies before Tribunal within period of 60 days of to have effect of dissolution of associate Co. & all shares shall be Co. covered under this section may accounting & valuation
indicated in meeting convened by Co. by receipt of scheme stating objections in Form CAA- transferor Co. without process of cancelled or extinguished on merger/ use provisions of section 232 for ▪ Declaration to this effect be attached
giving a notice of 21 days along with 13 (Rule 25) winding-up amalgamation approval of scheme with application made to RBI
scheme
 Compromises, Arrangements & Amalgamations (Chart 5.4)

Section 235 - Power to acquire shares of shareholders dissenting from scheme or

Section 236 - Purchase of minority shareholding
contract approved by majority

Sub-section (1) Sub-section (2) Sub-section (3) Sub-section (4) Sub-section (5) Sub-section (1) Sub-section (2) Sub-section (3) Sub-section (6) Sub-section (8)
Where scheme/ Transferee Co. Where notice has been given by Sum received by In relation to offer made by 1) In event of 1) Acquirer, person or Minority shareholders of Co. offer to In absence of physical delivery of Where shares of minority
contract involving shall, unless on transferee Co. & Tribunal has not, on transferor Co. transferee Co. to shareholders acquirer, or person group of persons shall majority shareholders to purchase shares by shareholders within time shareholders have been acquired &
transfer of shares application application made by dissenting shall be paid of transferor Co. before acting in concert offer to minority minority equity shareholding of Co. specified by Co, share certificates as on or prior to date of transfer
Transferor Co. to made by shareholder, made an order to into separate commencement of this Act, this with acquirer, shareholders of Co. for at price determined as per Rule 27 shall be deemed to be cancelled, & following such acquisition,
Transferee Co. has, dissenting contrary, bank account, & section shall have effect with becoming buying equity shares Sub-section (4) company whose shares are shareholders holding 75% or more
within 4 months after shareholder to Transferee Co. shall, on expiry of 1 any such sum & following modifications: registered holder held by such Majority shareholders shall deposit being transferred be authorised minority equity shareholding
making of offer in that Tribunal, within month from date on which notice has consideration so a) in sub-section (1), for words of 90% or more of shareholders at price amount of value of shares acquired to issue shares in lieu of cancelled negotiate or reach understanding
behalf by transferee 1 month from been given, or, if application to received shall be “shares whose transfer is issued equity share determined on basis of by them in separate bank account shares & complete transfer & make on higher price for shares held by
Co., been approved by date on which Tribunal by dissenting shareholder is held by that Co. involved other than shares capital of Co. or in valuation by registered operated by company whose payment of price out of deposit them, majority shareholders shall
holders of not less than notice was pending, after application has been in trust for already held at date of offer by, event of person/ valuer shares are being transferred for made by majority in advance to share additional compensation so

37
nine-tenths in value of given & disposed of, send copy of notice to several persons or by nominee of, transferee Co. group of persons 2) Rule 27*: at least 1 year for payment to minority by dispatch of such received by them with such
shares whose transfer is Tribunal thinks transferor Co. together with an entitled to or its subsidiaries,” words becoming 90% a) For Listed Company: minority shareholders & shall be payment minority shareholders on pro rata
involved, other than fit to order instrument of transfer, to be shares in “shares affected” shall be majority or holding i) Offer price be disbursed to entitled shareholders Sub-section (7) basis
shares already held at otherwise, be executed on behalf of shareholder by respect of which substituted; 90% of issued determined in manner within 60 days In event of majority shareholder Sub-section (9)
date of offer by, or by entitled to & person appointed by transferor Co. & said sum/ b) in sub-section (3), words equity share capital specified by SEBI under ▪ Disbursement shall continue for 1 requiring full purchase & making When
nominee of transferee bound to on its own behalf by transferee Co., & consideration “together with instrument of of Co., by virtue of regulations year, who had not been made payment of price by deposit with shareholder or majority equity
Co. or its subsidiary acquire those pay or transfer to transferor Co. were received & transfer, to be executed on amalgamation, b) For Unlisted Co. & disbursement within 60 days or if Co. for shareholders who have died shareholder fails to acquire full
companies, transferee shares on terms amount/ consideration representing be disbursed to behalf of shareholder by any share exchange, Private Co, consider: disbursement have been made, fail or ceased to exist, or whose heirs, purchase of shares of minority
Co. may, at any time on which, under price payable by transferee Co. for entitled person appointed by transferee conversion of i) Highest price paid by to receive/ claim payment arising successors, administrators or equity shareholders, then,
within two months after scheme or shares which, by virtue of this shareholders Co. & on its own behalf by securities or for acquirer, person/ group out of such disbursement assignees have not been brought provisions of this section shall
expiry of said 4 months, contract, shares section, that Co. is entitled to within 60 days transferor Co.” shall be omitted any other reason, of persons for Sub-section (5) on record by transmission, right of continue to apply to residual
give notice to dissenting of approving acquire, & ▪ Dissenting shareholder such acquirer, acquisition during last 12 In event of purchase, company such shareholders to make offer for minority equity shareholders, even
shareholder in Form No. shareholders Transferor Co. shall: includes shareholder who has person or group of months whose shares are being sale of minority equity though,-
CAA 14 (as per Rule 26*) are to be a) thereupon register transferee Co. not assented to scheme/ persons, shall ii) Fair price of shares be transferred shall act as transfer shareholding shall continue & be a) shares of Co. of residual minority
at last intimated transferred to as holder of those shares; & contract & any shareholder who notify Co. of their determined by agent for receiving & paying price to available for period of 3 years from equity shareholder had been
address that it desires transferee Co. b) within 1 month of date of such has failed or refused to transfer intention to buy registered valuer minority shareholders & for taking date of majority acquisition or delisted; &
to acquire his shares registration, inform dissenting his shares to transferee Co. as remaining equity ▪ Registered valuer also delivery of shares & delivering majority shareholding b) period of 1 year or period
shareholders of fact of registration & per scheme shares provide valuation report shares to majority specified in regulations by SEBI,
receipt of amount/ consideration on basis of valuation had elapsed
addressed to BOD
 Compromises, Arrangements & Amalgamations (Chart 5.5)

Section 240 - Liability

Section 239 -
of officers in respect
Section 237 - Power of Central Government to Preservation of
Section 238 - Registration of offer of of offences
provide for amalgamation of companies in books & papers of
schemes involving transfer of shares committed prior to
public interest amalgamated
merger,
companies
amalgamation, etc.
1) If CG is satisfied, it is essential in public interest that 2 or 1) In relation to every offer of scheme or contract Books & papers of Co. Notwithstanding
more companies should amalgamate, CG may, by order involving transfer of shares in Transferor Co. to which has been anything in any other law
notified in Official Gazette, provide for amalgamation of those transferee Co. u/s 235, amalgamated with, or for time being in force,
companies into single Co. with such constitution, property, a) circular containing offer of scheme or contract whose shares have liability in respect of
powers, rights, interests, authorities & privileges, liabilities, involving transfer of shares & recommendation to been acquired by, offences committed
duties & obligations, specified in order members of Transferor Co. by its directors to accept another Co. under this under this Act by officers
2) Order also provide for continuation by or against transferee such offer, shall be accompanied by such Chapter shall not be in default, of transferor
Co. of any legal proceedings pending by or against any information as set out in Form CAA-15 (Rule 28*) disposed of without Co. prior to its merger,
transferor Co. & consequential, incidental provisions in b) every offer shall contain statement by or on prior permission of CG amalgamation or
opinion of CG, necessary to give effect to amalgamation behalf of transferee Co., disclosing steps it has & before granting acquisition shall continue

38
3) Every member/ creditor, including debenture holder, of taken to ensure that necessary cash will be such permission, after such merger,
transferor companies before amalgamation shall have same available Government may amalgamation or
interest in or rights against transferee Co. & in case interest or c) every circular shall be presented to Registrar for appoint person to acquisition
rights are less, he shall be entitled to compensation to that registration & no such circular shall be issued until examine books &
extent it is so registered papers for purpose of
4) Person aggrieved by assessment of compensation, within ▪ Registrar may refuse, for reasons to be recorded in ascertaining whether
period of 30 days from date of publication of such assessment writing, to register circular which does not contain they contain any
in Official Gazette, prefer appeal to Tribunal & assessment of required information or which sets out such evidence of
compensation be made by Tribunal information in manner likely to give false commission of an
5) No order shall be made under this section unless- impression, & communicate such refusal to parties offence in connection
a) proposed order sent in draft to each of companies within 30 days of application with promotion/
concerned; 2) Appeal shall lie to Tribunal against order of formation/
b) time for preferring appeal expired, or where appeal has Registrar refusing to register any circular management of
been preferred, appeal has been finally disposed off; ▪ Rule 29*: Aggrieved party may file appeal in Form affairs, of transferor
c) CG has considered, & made modifications, in draft order in No. NCLT.9 supported with affidavit in Form No. Co. or its
light of suggestions & objections received by it from any Co, NCLT 6, against order of ROC refusing to register amalgamation or
within period not being less than 2 months from date on circular acquisition of its
which copy is received by that Co., or from shareholders, or 3) Director who issues circular which has not been shares
creditors presented for registration & registered, shall be
6) Copies of every order, after it has been made, be laid before punishable with fine Rs.1,00,000/-
each House of Parliament
39
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 Winding Up (Chart 7.1)

Part I - Winding Up by Tribunal

Section 271 - Circumstances Section 274 - Directions

Section 272 - Petition for winding Section 273 - Powers of
in which Co. may be wound for filing statement of
up by Tribunal up Tribunal
affairs

1) Co. may, on petition under 1) Petition to Tribunal for winding up of Co. shall 1) Tribunal may, on receipt of 1) Where petition for winding up is
section 272, be wound up by be presented by: petition for winding up u/s 272 pass filed before Tribunal by person
Tribunal, a) Company any of following orders: other than Co, Tribunal shall, if
a) If Co. has, by SR, resolved that b) any contributory or contributories; a) dismiss it, with/ without costs; satisfied, by order direct Co. to file
Co. be wound up by Tribunal; c) all or any of persons specified in clauses (a) & b) make interim order as it thinks fit; its objections along with statement
b) If Co. has acted against (b) d) The c) appoint provisional liquidator of of affairs within 30 days of order
interests of sovereignty & Registrar; Co. till making of winding up order; ▪ Tribunal may allow further 30
integrity of India, security of e) any person authorised by CG in that behalf; f) in d) make order for winding up of Co. days in situation of contingency or
State, friendly relations with case falling u/s 271(1) (b), by CG or SG with/ without costs, special circumstances
foreign States, public order, 2) Contributory shall be entitled to present e) any other order as it thinks fit: ▪ Tribunal may direct petitioner to
decency or morality; petition for winding up of Co., notwithstanding ▪ Order be made within 90 days from deposit security for costs as
d) If on application made by that he may be holder of fully paid-up shares, or date of presentation of petition precondition to issue directions
Registrar or any person that Co. may have no assets at all or may have no ▪ Before appointing provisional 2) Co., which fails to file statement

42
authorised by CG by notification surplus assets left for distribution among liquidator under clause (c), Tribunal of affairs, shall forfeit right to
under this Act, Tribunal is of shareholders, & shares in respect of which he is shall give notice to Co. & reasonable oppose petition & directors &
opinion that affairs of Co. have contributory or some of them were either opportunity to make officers of Co. found responsible
been conducted in fraudulent originally allotted to him or have been held by representations, if any, unless for for such non-compliance,be liable
manner or Co. was formed for him, & registered in his name, for at least 6 special reasons to be recorded in for punishment
fraudulent & unlawful purpose or months during 18 months immediately before writing, Tribunal thinks fit to 3) Directors & officers of Co, shall,
persons concerned in formation/ commencement of winding up or devolved on him dispense with such notice within 30 days of order u/s
management of its affairs have through death of a former holder ▪ Tribunal shall not refuse to make 273(1)(d), submit, at cost of Co,
been guilty of fraud, misfeasance 4) Registrar be entitled to present petition for winding up order on ground only books of account completed &
or misconduct that it is proper winding up on any of grounds specified u/s 271, that assets of Co. have been audited up to date of order, to
that Co be wound up; except on grounds specified in clause (a)/ (e) of mortgaged for amount equal to or in liquidator in manner specified by
e) If Co. has made a default in that sub-section excess of those assets, or that Co. Tribunal
filing with Registrar its FS or ▪ Provided that Registrar shall obtain previous has no assets 4) Director or officer of Co. in
annual returns for immediately sanction of CG to presentation of petition 2) Where petition is presented on default shall be punishable with
preceding 5 consecutive F.Y.; or ▪ Provided further that CG shall not give its ground that it is just & equitable that imprisonment for term which may
f) if Tribunal is of opinion that it is sanction unless Co. has been given reasonable Co. should be wound up, Tribunal extend to 6 months or with fine of
just & equitable that Co. should opportunity of making representations may refuse to make order of winding Rs. 25,000/- to Rs. 5,00,000/-, or
be wound up 5) Petition presented by Co. before Tribunal be up, if other remedy is available to with both
admitted only if accompanied by statement of petitioners & they are acting 5) Complaint may be filed in this
affairs. unreasonably in seeking to have Co. behalf before Special Court by
6) Copy of petition shall also be filed with wound up Registrar, provisional liquidator,
Registrar & he shall, submit his views to Tribunal Co. Liquidator or person
within 60 days of receipt of such petition authorised by Tribunal

For the sake of brevity, Official Liquidator whereever it appears is written as OL

 Winding Up (Chart 7.2)

Part I - Winding Up by Tribunal

Section 278-
Section 279 - Stay of
Section 275 - Co. Liquidators & Section 276 - Removal & Section 277 - Intimation to Co. Liquidator, Effect of Section 280-
suits, etc., on
their appointments replacement of liquidator provisional liquidator & Registrar winding up Jurisdiction of Tribunal
winding up order
order

1) For winding up of Co. by Tribunal, Tribunal at 1) Tribunal may, on reasonable cause & for reasons to 1) Where Tribunal makes order for appointment of provisional Order for 1) When winding up Tribunal shall, notwithstanding
time of passing of order of winding up, shall be recorded in writing, remove provisional liquidator liquidator or for winding up of Co., it shall, within period not winding up of order has been passed or anything contained in any
appoint OL or liquidator from panel as Co. or Co. Liquidator, on any of following grounds: exceeding 7 days from date of passing of order, cause intimation Co. shall provisional liquidator other law for time being in
Liquidator a) misconduct; to be sent to Co. Liquidator or provisional liquidator & Registrar operate in has been appointed, no force, have jurisdiction to
2) Provisional liquidator or Co. Liquidator, as b) fraud or misfeasance; 2) On receipt of copy of order, Registrar shall make endorsement favour of all suit or other legal entertain, or dispose of:
case may be, shall be appointed by the triunal c) professional incompetence or failure to exercise to that effect in his records relating to Co. & notify in Official creditors & all proceeding be a) any suit or proceeding by or
from amongst the Insolvency Professionals due care & diligence in performance of powers & Gazette that order has been made & in case of listed Co., contributories commenced, or if against Co,
registered under the IBC, 2016. functions; Registrar shall intimate about appointment or order, to stock of Co. as if it pending at date of b) any claim made by or against

43
3) Tribunal may limit & restrict powers of d) inability to act as provisional liquidator or as case exchanges where securities of Co. are listed had been made winding up order, shall Co, including claims by or
provisional liquidator, by order appointing him may be, Co. Liquidator; 3) Winding up order shall be deemed to be notice of discharge to out on joint be proceeded with, by or against any of its branches in
or by subsequent order, but otherwise he shall e) conflict of interest or lack of independence during officers, employees & workmen of Co., except when business of petition of against Co., except with India;
have same powers as liquidator. term of appointment that justify removal Co. is continued creditors & leave of Tribunal & c) application made u/s 233;
4) Terms & conditions of appointment & fee 2) In event of death, resignation or removal of 4) Within 3 weeks from date of passing of winding up order, Co. contributories subject to such terms as d) any question of priorities or
payable be specified by Tribunal on basis of provisional liquidator or Co. Liquidator, Tribunal may Liquidator shall application to Tribunal for constitution of Tribunal may impose any question whatsoever,
task required to be performed, experience, transfer work assigned to him to another Co. winding up committee to assist & monitor progress of ▪ Application to Tribunal whether of law or facts.
qualification of such liquidator & size of Co. Liquidator for reasons recorded in writing liquidation proceedings by Co. Liquidator in carrying out seeking leave under this ▪ whether such suit or
5) On appointment as provisional liquidator or 3) Where Tribunal is of opinion that liquidator is function & such winding up committee shall comprise: section be disposed of by proceeding has been instituted,
Co. Liquidator, liquidator shall file declaration responsible for causing any loss or damage to Co. due (i) OL attached to Tribunal; (ii) nominee of secured creditors; & Tribunal within 60 days or is instituted, or such claim or
within 7 days from date of appointment to fraud or misfeasance or failure to exercise due care (iii) professional nominated by Tribunal 2) Nothing in sub-section question has arisen or arises or
disclosing conflict of interest or lack of & diligence in performance of his or its powers & 5) Co. Liquidator be convener of meetings of winding up (1) shall apply to such application has been
independence in respect of his appointment, functions, Tribunal may recover such loss or damage committee which shall assist & monitor liquidation proceedings proceeding pending in made or is made or such
with Tribunal from liquidator & pass orders as it may think fit 6) Co. Liquidator shall place before Tribunal report along with appeal before Supreme scheme has been submitted, or
6) While passing winding up order, Tribunal 4) Tribunal shall, before passing any order, provide minutes of meetings of committee on monthly basis duly signed Court or High Court is submitted, before or after
may appoint provisional liquidator, appointed reasonable opportunity of being heard to provisional by members present in meeting till final report for dissolution of order for winding up of Co. is
u/s 273(1) (c), as Co. Liquidator for conduct of liquidator or Co. Liquidator Co. is submitted before Tribunal made
proceedings for winding up of Co.
 Winding Up (Chart 7.3)

Part I - Winding Up by Tribunal

Section 282 - Section 284 -

Promoters,
Section 281 - Submission of Directions of Section 283 - Custody of Section 285 - Settlement of list of contributories &
directors, etc., to
report by Co. Liquidator Tribunal on report of Co.’s properties cooperate with Co. application of assets
Co. Liquidator Liquidator

1) Where Tribunal has made winding up order or 1) Tribunal, on consideration of 1) Where winding up order has been 1) Promoters, 1) After passing of winding up order by Tribunal, Tribunal shall settle list of
appointed Co. Liquidator, such liquidator shall, report of Co. Liquidator, fix made or where provisional liquidator directors, officers & contributories, cause rectification of register of members where required in
within 60 days from order, submit to Tribunal, time limit within which entire has been appointed, Co. Liquidator or employees, in this Act & shall cause assets of Co. to be applied for discharge of its liability
report containing: proceedings be completed & provisional liquidator, shall, on order of employment of Co. or ▪ Where it appears to Tribunal that it would not be necessary to make calls on
a) nature & details of assets of Co. including Co. be dissolved Tribunal, take into his or its custody or acting or associated or adjust rights of contributories, Tribunal may dispense with settlement of
location & value, stating separately cash in hand ▪ Tribunal, at any stage of control all property, effects & with Co. shall extend list of contributories
& in bank, & negotiable securities held proceedings, or on examination actionable claims to which Co. is or full co-operation to 2) In settling list of contributories, Tribunal shall distinguish between those
▪ Valuation of assets shall be obtained from of reports submited by Co. appears to be entitled to & take steps & Co. Liquidator in who are contributories in their own right & those who are contributories as

44
registered valuers Liquidator & after hearing Co. measures, as may be necessary, to discharge of his being representatives of, or liable for debts of, others
b) amount of capital issued, subscribed & paid- Liquidator, creditors or protect & preserve properties of Co. functions & duties 3) While settling, Tribunal shall include every person, who is or has been
up; contributories or other 2) Notwithstanding anything contained 2) Where person, member, who shall be liable to contribute to assets of Co. amount sufficient
c) existing & contingent liabilities of Co. stating interested person, is of opinion in sub-section (1), all property & effects without reasonable for payment of debts & liabilities & costs, charges & expenses of winding up, &
separately amount of secured & unsecured that it will not be advantageous of Co. shall be deemed to be in custody cause, fails to for adjustment of rights of contributories among themselves, subject to
debts, & in case of secured debts, particulars of or economical to continue of Tribunal from date of order for discharge his following conditions:
securities given proceedings, revise time limit winding up obligations under sub- a) person who has been member not be liable to contribute if he has ceased to
d) debts due to Co. & names, addresses, 2) Tribunal may, also order sale 3) On application by Co. Liquidator or section(1), he shall be be member for preceding 1 year or more before commencement of winding
occupations of persons from whom they are due of Co. as going concern or its otherwise, Tribunal may, at any time punishable with up;
& amount likely to be realised, assets or part thereof after making of winding up order, imprisonment which b) person who has been member not be liable to contribute in respect of any
e) guarantees, extended by Co; ▪ Where it considers fit, appoint require any contributory on list of may extend to 6 debt or liability of Co. contracted after he ceased to be member;
f) list of contributories & dues, payable by them sale committee comprising such contributories, & any trustee, receiver, months or with fine c) no person who has been member be liable to contribute unless it appears to
& details of any unpaid call; creditors, promoters & officers banker, agent, officer or other which may extend to Tribunal that present members are unable to satisfy contributions required to
g) details of trade marks & intellectual of Co. as Tribunal may decide to employee of Co., to pay, deliver, Rs.50,000/-, or with be made by them in pursuance of this Act;
properties, owned assist Co. Liquidator in sale surrender or transfer, or within such both d) in case of Co. limited by shares, no contribution be required exceeding
h) details of subsisting contracts, joint ventures time as Tribunal directs, to Co. amount, unpaid on shares in respect of which he is liable as such member;
& collaborations, Liquidator, any money, property or e) in case of Co. limited by guarantee, no contribution be required exceeding
i) details of holding & subsidiary companies, books & papers in his custody or under amount undertaken to be contributed to assets of Co. in event of its being
j) details of legal cases filed by or against Co; & his control to which Co. is or appears to wound up but if Co. has share capital, member shall be liable to contribute to
k) other information which Tribunal may direct be entitled extent of sum unpaid on shares held by him as if Co. were Co. limited by
or Co. Liquidator may consider necessary shares
 Winding Up (Chart 7.4)
Part I - Winding Up by Tribunal
Section 286 - Obligations of directors & Section 287 - Advisory Section 288 - Section 290 - Powers &
managers committee Submission of duties of Co. Liquidator Section 291 - Provision for professional
1) In case of limited Co, director or manager, whose 1) Tribunal may, while periodical reports 1) Subject to directions by assistance to Co. Liquidator
liability is unlimited, shall, in addition to his liability, to passing order of winding to Tribunal Tribunal, Co. Liquidator, in
contribute as ordinary member, be liable to make up, direct that there shall winding up of Co. by Tribunal,
further contribution as if he was member of unlimited be, Advisory committee 1) Co. Liquidator shall shall have power: 1) Co. Liquidator may, with sanction of Tribunal,
Co: to advise Co. Liquidator & make periodical a) to carry on business of Co. appoint one or more CAs/ CS / Cost Accountants or
2) Provided that- to report to Tribunal reports to Tribunal & necessary for beneficial winding legal practitioners or other professionals on terms &
a) he shall not be liable to make such further 2) It shall consist of not in any case make up; conditions, necessary, to assist him in performance of
contribution, if he has ceased to hold office for year or more than 12 members, report at end of each b) to do all acts & to execute, in his duties & functions
upwards before commencement of winding up; being creditors & quarter with respect to name & on behalf of Co., all 2) Person appointed under this section shall disclose to
b) he shall not be liable to make such further contributories or other progress of winding up deeds, receipts & other Tribunal any conflict of interest or lack of
contribution in respect of any debt or liability of Co. persons 2) Tribunal may, on documents, to use, when independence in respect of his appointment
contracted after he ceased to hold office; 3) Co. Liquidator shall application by Co. necessary, Co.’s seal;
Liquidator, review
Section 294 - Audit of Co. Liquidator’s accounts
c) subject to articles of Co., director or manager shall convene meeting of c) to sell immovable & movable
not be liable to make such further contribution unless creditors & orders made by it & property & actionable claims of 1) Co. Liquidator shall maintain proper & regular books
Tribunal deems it necessary to require contribution to contributories, within 30 make such Co. by public auction or private of account including accounts of receipts & payments
satisfy debts & liabilities of Co., & costs, charges & days from date of order of modifications as it contract, with power to transfer made by him
expenses of winding up winding up for enabling thinks fit such property to any person or 2) He shall, at times as may be prescribed but not less

45
Tribunal to determine body corporate, or to sell same in than twice in each year during his tenure of office,
members of advisory parcels; present to Tribunal account of receipts & payments as
Section 292 - Exercise & control of Co. committee d) to sell whole of undertaking of such liquidator in duplicate, which be verified by
Section 293 - Books to
Liquidator’s powers Co. as going concern; declaration
be kept by Co.
e) to raise any money required on 3) Tribunal shall cause accounts to be audited in
1) Subject to provisions of this Act, Co. Liquidator shall, Liquidator
security of assets manner as it thinks fit, Co. Liquidator shall furnish
have regard to directions given by resolution of
1) Co. Liquidator shall f) to institute or defend any suit, vouchers & information as Tribunal may require, &
creditors or contributories at GM or by advisory
keep proper books, in prosecution or other legal Tribunal may, require production of, & inspect, any
committee
which he shall cause proceeding, civil or criminal, in books of account kept by Co. Liquidator
2) Directions given by creditors or contributories at GM
entries or minutes to name & on behalf of Co; 4) When accounts of Co. have been audited, one copy
shall, in case of conflict, be deemed to override
be made of g) to invite & settle claim of be filed by Co. Liquidator with Tribunal, & other copy
directions given by advisory committee
proceedings at creditors, employees or other be delivered to Registrar which shall be open to
3) Co. Liquidator:
meetings claimant & distribute sale inspection by any creditor, contributory or person
a) may summon meetings of creditors or
2) Any creditor or proceeds in accordance with interested
contributories, whenever he thinks fit, for ascertaining
contributory may, priorities established under this
their wishes;
subject to control of Act;
b) shall summon meetings at such times, as creditors or
ribunal, inspect books, h) to inspect records & returns of
contributories, may, by resolution, direct, or whenever
personally or through Co. on files of Registrar or other
requested in writing to do so by not less than 1/10th in
his agent authority;
value of creditors or contributories
4) Person aggrieved by act or decision of Co. Liquidator
may apply to Tribunal, & Tribunal may confirm, reverse
or modify act or decision complained of & make
further order as it thinks just & proper
 Winding Up (Chart 7.5)
Part I - Winding Up by Tribunal
Section 295 - Payment of debts by Section 296 - Power of Tribunal to Section 297 - Adjustment of Section 298 - Power Section 299 - Power to
contributory & extent of set-off make calls rights of contributories to order costs summon persons
1) Tribunal may, after passing of winding up order, Tribunal may, after passing of winding up Tribunal shall adjust rights of Tribunal may, in event suspected of having
pass order requiring contributory for time being on order, & either before or after it has contributories among themselves & of assets of Co. being
list of contributories to pay, in manner directed by ascertained sufficiency of assets: insufficient to satisfy
distribute any surplus among entitled
property of Co., etc.
order, money due to Co., from him or from estate a) make calls on all or any of contributories on persons its liabilities, make 1) Tribunal may, after
of person whom he represents, exclusive of money list of contributories, to extent of their liability, order for payment out appointment of provisional
payable by him or estate by virtue of call for payment of money Tribunal considers of assets, of costs, liquidator or passing of winding up
2) Tribunal, in making order, may: necessary to satisfy debts & liabilities of Co., & Section 300 - Power to order charges & expenses order, summon officer of Co. or
a) in case of unlimited Co, allow to contributory, costs, charges & expenses of winding up, & for examination of promoters, incurred in winding up, person known or suspected to
by way of set- off, money due to him or to estate, adjustment of rights of contributories; & directors, etc in such order of have in his possession any
but not money due to him as member of Co. in b) make order for payment of any calls so priority inter se as property or books or papers, or be
1) Where order made for winding up of
respect of any dividend or profit; & made Tribunal thinks just & indebted to Co, or person whom
Co. by Tribunal, & Co. Liquidator has
b) in case of limited Co, allow director or manager proper Tribunal thinks to be capable of
made report to Tribunal, stating in his
whose liability is unlimited, or his estate, set-off giving information concerning
opinion fraud has been committed by
3) In case of Co., whether limited or unlimited, promotion, formation, trade,
any person in promotion, formation,
when all creditors have been paid in full, money dealings, property, books or
business or conduct of affairs of Co.
due to contributory from Co. may be allowed to papers, or affairs of Co.
since its formation, Tribunal may, after

46
him by way of set-off against subsequent call 2) Tribunal may examine officer or
considering report, direct person or
person so summoned on oath,
Section 302 - Dissolution of Co. by officer shall attend before Tribunal on Section 303 - Appeals either by word of mouth or on
Tribunal day appointed by it for that purpose, & from orders made written interrogatories or affidavit
be examined before commencement & may, in first case, reduce his
2) Co. Liquidator shall take part in of Act
Section 301 - Arrest of person trying to 1) When affairs of Co. have been completely answers to writing & require him
examination, & if specially authorised
leave India or abscond wound up, Co. Liquidator shall make to sign them
by Tribunal, employ legal assistance
application to Tribunal for dissolution 3) Tribunal may require officer or
At any time either before or after passing winding 3) Person shall be examined on oath & Nothing in this Chapter
2) Tribunal shall on application filed by Co. person so summoned to produce
up order, if Tribunal is satisfied that shall answer all such questions as shall affect operation
Liquidator or when Tribunal is of opinion that any books & papers relating to Co.
contributory or person having property, accounts Tribunal may put, or allow to be put, or enforcement of
it is just & reasonable that order for dissolution in his custody or power, but,
or papers of Co. in his possession to him order made by Court
of Co. should be made, make order for where he claims lien on books or
is about to leave India or otherwise to abscond, or in any proceedings for
dissolved of Co. from date of order, Co. be papers produced by him,
is about to remove or conceal any of his property, winding up of Co.
dissolved accordingly production be without prejudice
for purpose of evading payment of calls or of immediately before
3) Within 30 days from date thereof, copy of to such lien
avoiding examination respecting affairs of Co., commencement of
order, be forwarded by Co. 4) Tribunal may direct liquidator
Tribunal may cause: this Act & appeal
Liquidator to Registrar who shall record in to file report in respect of debt or
a) contributory to be detained until such time as against such order
register relating to minute of dissolution property of Co. in possession of
Tribunal may order; & shall be filed before
4) If Co. Liquidator makes default in forwarding other persons
b) his books & papers & movable property to be authority competent
copy of order within period, he shall be
seized & safely kept until such time as Tribunal to hear such appeals
punishable with fine of Rs. 5,000/- for every
may order before such
day during which default continues
commencement
 Winding Up (Chart 7.6)

Part III - Provisions applicable to every mode of Winding Up

Section 324 - Debts Section 327 - Preferential payments Section 329 - Section 330 -
Section 328 -
of all descriptions Section 326 - Overriding Transfers not in Certain
1) Subject to provisions of section 326, 2) Where payment made Fraudulent
to be admitted to preferential payments good faith to be transfers to
there shall be paid in priority to all to employee out of money
proof preference void be void
other debts: advanced by person for
a) all revenues, taxes, cesses & rates that purpose, he shall have
In every winding up, all This section shall be substituted with due to CG or SG or to local authority at right of priority for money 1) Where Co. has given Any transfer of Any transfer
debts payable on following section, namely:— relevant date, & due & payable within so advanced preference to one of property, movable or
contingency, & all "326. (1) In inding up of a company under 12 months immediately before that 3) Debts enumerated in creditors or surety or or immovable, or assignment
claims against Co., this Act, following debts shall be paid in date; this section shall- guarantor for any of debts any delivery of by Co. of all
present or future, priority to all other debts:— b) all wages or salary including wages a) rank equally among or other liabilities of Co., goods, made by its properties
certain or contingent, (a) workmen's dues; and for time/ piece work & commission of themselves & be paid in which has effect of putting Co., not being or assets to
ascertained or (b) where a secured creditor has realised a employee in respect of services full, unless assets are that person into position transfer or delivery trustees for
sounding only in secured asset, so much of debts due to such rendered to Co. & due for period not insufficient to meet them, which, in event of Co. made in ordinary benefit
damages, shall be secured creditor as could not be realised by exceeding 4 months within 12 months in which case they shall going into liquidation, will course of its of all its
admissible to proof him or amt of workmen's portion in his immediately before relevant date; abate in equal proportions; be better than position he business or in creditors

47
against Co., just security (if payable under the law), c) all accrued holiday remuneration to b) so far as assets of Co. would have been in if that favour of purchaser shall be void
estimate being made, whichever is less, pari passu with employee, in case of his death, person available for payment to thing had not been done or encumbrance in
so far as possible, of workmen's dues: claiming under him general creditors are prior to 6 months of good faith & for
value of such debts or Provided that in case of the winding up of a d) unless Co. is being wound up insufficient to meet them, making winding up valuable
claims as may be company, sums referred to in sub-clauses (i) voluntarily for reconstruction/ have priority over claims of application, Tribunal, if consideration, if
subject to any & (ii) of clause (b) of Explanation, which are amalgamation with another Co., all holders of debentures satisfied that, such made within period
contingency, or may payable for a period of 2 yrs preceding contributions payable during 12 months under floating charge transaction is fraudulent of 1 year before
sound only in damages, winding up order or such other period as immediately before relevant date as created by Co., & be paid preference may order for presentation of
or for some other may be prescribed, shall be paid in priority employer under ESI accordingly out of property restoring position if Co. petition for winding
reason may not bear to all other debts (including debts due to e) unless Co. has, at commencement of comprised in or subject to had not given preference up by Tribunal or
certain value secured creditors), within a period of 30 winding up, under contract with that charge 2) If Tribunal is satisfied passing of
days of sale of assets & shall be subject to insurer, rights capable of being 4) Subject to retention of that there is preference resolution for
such charge over security of secured transferred to & vested in workmen, all sums as may be necessary transfer of property, or voluntary winding
creditors as may be prescribed. amount due in respect of any for costs & expenses of delivery of goods, up of Co., shall be
(2) The debts payable under the proviso to compensation or liability for winding up, debts be payment, execution made, void against Co.
sub-section (1) shall be paid in full before compensation in respect of death or discharged so far as assets taken or done by or against Liquidator
any payment is made to secured creditors disablement of employee are sufficient to meet them Co. within 6 months before
and thereafter debts payable under that f) all sums due to any employee from making winding up
sub-section shall be paid in full, unless provident fund, pension fund, gratuity application, Tribunal may
assets are insufficient to meet them, in fund or other fund for welfare of order & declare such
which case they shall abate in equal employees transaction invalid &
proportions. g) expenses of investigation u/s 213 & restore position
216
 Winding Up (Chart 7.7)

Part III - Provisions applicable to every mode of Winding Up

Section 335- Certain

Section 331 - Liabilities & Section 333 - Disclaimer of onerous property Section 334 -
Section 332 - attachments,
1) Where part of property of 3) Tribunal, before or on granting leave Transfers, etc, after
rights of certain persons Effect of floating executions, etc, in
Co. which is being wound up to disclaim, may require notices to be commencement of
charge winding up by
fraudulently preferred consists of: given to persons interested, & impose winding up to be void
Tribunal to be void
a) land of any tenure, terms as condition of granting leave, &
burdened with onerous make order it considers just & proper
1) Where Co. is being wound up & Where Co. is being In case of a winding 1) Where any Co. is
covenants; 4) Co. Liquidator not be entitled to
anything made, taken or done after wound up, floating up by Tribunal, any being wound up by
b) shares or stocks in disclaim property, where application
commencement of this Act is invalid charge on disposition of Tribunal,-
companies; made to him by person interested in
under section 328 as fraudulent undertaking or property including a) any attachment,
c) any other property which property requiring him to decide
preference of person interested in property of Co. actionable claims, of distress or execution
is not saleable whether he will or will not disclaim & Co.
property mortgaged or charged to created within 12 company & any put in force, without
d) unprofitable contracts, Liquidator, within 28 days after receipt of
secure Co.’s debt, then, person months immediately transfer of shares in leave of Tribunal
▪ Co. Liquidator may, with application or extended period, not given
preferred be subject to same liabilities, preceding company or against estate or
leave of Tribunal, by writing notice to applicant that he intends to

48
& shall have same rights, as if he had commencement of alteration in status of effects of Co., after
signed by him, at any time apply to Tribunal for leave to disclaim
undertaken to be personally liable as winding up, shall, its members, made commencement of
within 12 months after 5) Tribunal may, on application of person
surety for debt, to extent of mortgage or unless it is proved after commencement winding up; or
commencement of winding against Co. Liquidator, make order
charge on property or value of his that Co. of winding up shall, b) any sale held,
up or extended period, rescinding contract on terms as to
interest, whichever is less immediately after unless Tribunal without leave of
disclaim property payment by or to either party of
2) Value of interest of person preferred creation of charge otherwise orders, be Tribunal of any of
▪ Where Co. Liquidator had damages for non-performance of
be determined as at date of transaction was solvent, be void.". properties or effects
not become aware of contract, or otherwise as Tribunal
constituting fraudulent preference, as if invalid, except for of Co., after such
existence of any property considers just & proper
interest were free of all encumbrances amount of cash paid commencement,
within 1 month from 6) Tribunal may, on application by person
3) On application made to Tribunal that to Co. at time of, or ▪ shall be void
commencement of winding who either claims interest in disclaimed
payment was fraudulent preference of subsequent to 2) Nothing in this
up, power of disclaiming property or is under liability not
surety or guarantor, Tribunal shall have creation of, & in section shall apply to
property may be exercised at discharged, make order for vesting of
jurisdiction to determine questions consideration for, any proceedings for
any time within 12 months property in, or delivery of property to,
arising between person to whom charge, together recovery of tax or
after becoming aware person entitled or to whom it may seem
payment was made & surety or with interest on that impost or any dues
thereof or extended period just, or trustee for him, & on terms as
guarantor & to grant relief amount at rate of payable to
2) Disclaimer shall operate to Tribunal considers just & proper, & on
4) Provisions of sub-section (3) shall 5% per annum or Government
determine, from date of vesting order being made, property
apply mutatis mutandis in relation to such other rate as
disclaimer, rights, interest & comprised shall vest in person named in
transactions other than payment of may be notified by
liabilities of Co. in or in that behalf
money CG in this behalf
respect of property
disclaimed
 Winding Up (Chart 7.8)

Part III - Provisions applicable to every mode of Winding Up

Section 344 - Section 346 -

Section 345 -
Inspection of books
Statement that Books & papers Section 347 - Disposal of books &
& papers by
Co. is in of Co. to be
creditors & papers of Co.
evidence
liquidation contributories

1) Where Co. is being Where Co. is being 1) At any time after 1) When affairs of Co. have been completely
wound up, by Tribunal wound up, all making of order for wound up & is about to be dissolved, its
or voluntarily, every books & papers of winding up of Co. by books & papers & those of Co. Liquidator
invoice, order for goods Co. & of Co. Tribunal, creditor or may be disposed of as follows:
or business letter Liquidator shall, as contributory of Co. a) in case of winding up by Tribunal, in
issued by or on behalf between may inspect books & manner as Tribunal directs;
of Co. or Co. Liquidator contributories of papers of Co. only b) in case of voluntary winding up, in
of Co., or receiver or Co., be prima facie in accordance with, & manner as Co. by SR with prior approval of
manager of property of evidence of truth subject to rules creditors direct
Co., being document on of all matters 2) Nothing contained 2) After expiry of 5 years from dissolution of
or in which name of Co. purporting to be in sub-section (1) shall Co., no responsibility shall devolve on Co.,
appears, shall contain recorded therein exclude or restrict any Co. Liquidator, or person to whom custody
statement that Co. is rights conferred by of books & papers entrusted
being wound up any law for time being 3) CG may, by rules:
2) If Co. contravenes, in force: a) prevent for such period as it thinks proper
Co., & every officer, Co. a) on CG or SG; destruction of books & papers of Co. which
Liquidator & receiver or b) on any authority or has been wound up & of its Co. Liquidator;
manager, who wilfully officer; or &
authorises or permits c) on any person b) enable creditor or contributory of Co. to
non-compliance, shall acting under authority make representations to CG in respect of
be punishable with fine of Government or of matters specified in clause (a) & to appeal to
- Rs. 50,000/- to Rs. any such authority or Tribunal from order which may be made by
3,00,000/- officer CG in matter
4) If person acts in contravention of rule
framed or order under sub-section (3), he
shall be punishable with imprisonment upto
6 months or fine - upto Rs.50,000/- or both

49
 Winding Up (Chart 7.9)

Section 336 - Offences by officers of companies in liquidation Part III - Provisions applicable to every mode of Winding Up
1) If person, who is or has been officer of Co: e) makes material omission in any
Section 354 - Meetings to
a) does not, to best of his knowledge & belief, fully & truly statement relating to affairs of Co.; Section 352 - Co. Liquidation Dividend & Section 353 - Liquidator to make
ascertain wishes of creditors
disclose to Co. Liquidator all property, movable & immovable, f) knowing or believing that false debt Section 355 - Court, Undistributed Assets Account returns, etc.
or contributories Section 356 - Powers of
of Co., & how & to whom & for what consideration & when Co. has been proved by person under tribunal or person,
1) In all matters relating to 1) Where Co. is being wound up & liquidator has in his 1) If Co. Liquidator made default in filing,
disposed of part, except disposed of in ordinary course of winding up, fails for period of 1 month Tribunal to declare
winding up of Co., Tribunal etc., before whom hands or under his control money representing: delivering or making any return, account or
business of Co.; to inform Co. Liquidator thereof; dissolution of Co. void
may: affidavit may be swom a) dividends payable to any creditor but which had other document, or in giving any notice
b) does not deliver to Co. Liquidator, all part of movable & g) after commencement of winding up,
a) have regard to wishes of remained unpaid for 6 months after they were which he is by law required to file, deliver,
immovable property of Co. in his custody or his control; prevents production of any book or
creditors or contributories of declared; make or give, fails to make good default
c) does not deliver to Co. Liquidator, all books & papers of Co. paper affecting or relating to property or 1) Affidavit required to be 1) Where Co. has been
Co., as proved to it by any b) assets refundable to any contributory which have within 14 days after service on him of a
in his custody or under his control & required by law to deliver affairs of Co.;
sufficient evidence; sworn under provisions/ dissolved, Tribunal may at remained undistributed for 6 months after date on notice requiring him to do so, Tribunal may,
up; h) after commencement of winding up or this Chapter may be
b) if it thinks fit for purpose of any time within 2 years of which they become refundable, on an application made to it by contributory
d) within 12 months immediately before commencement of at any meeting of creditors of Co. within sworn: date of dissolution, on
ascertaining those wishes, ▪ liquidator shall deposit said money into separate or creditor of Co. or by Registrar, make order
winding up or at any time thereafter,- 12 months next before commencement a) in India before any
direct meetings of creditors or application by Co. Liquidator special account to be known as Co. Liquidation directing Co. Liquidator to make good default
i) conceals any part of property of Co. to value of Rs. 1,000/- or of winding up, attempts to account for court, tribunal, judge or of Co. or by other person
contributories to be called, Dividend & Undistributed Assets A/c in scheduled within time specified in order
more, or conceals any debt due to or from Co.; any part of property of Co. by fictitious
held & conducted in manner person lawfully authorised who appears to Tribunal to bank 2) Order may provide all costs of, &
ii) fraudulently removes any part of property of Co. to value of losses or expenses; or to take & receive

50
as Tribunal may direct; & be interested, make order, 2) Liquidator shall, on dissolution of Co., pay into Co. incidental to, application be borne by Co.
Rs.1,000/- or more; i) is guilty of any false representation or affidavits; &
c) appoint person to act as upon such terms, declaring Liquidation Dividend & Undistributed Assets A/c any Liquidator
iii) conceals, destroys, mutilates or falsifies, or is privy to fraud for purpose of obtaining consent b) in any other country dissolution to be void, &
chairman of any such meeting money representing unpaid dividends or 3) Nothing in this section shall prejudice
concealment, destruction, mutilation or falsification of, any of creditors of Co. or any of them, to an before any court, judge or such proceedings may be
& to report result thereof to undistributed assets at date of dissolution operation of any enactment imposing
book or paper affecting or relating to, property or affairs of agreement with reference to affairs of
Tribunal person lawfully authorised taken as if Co. had not been 3) Any money in Co. Liquidation Dividend & penalties on Co. Liquidator
Co.; Co. or to winding up, to take & receive affidavits dissolved
2) While ascertaining wishes Undistributed Assets A/c, which remains unclaimed
iv) makes, or is privy to making of, any false entry in book or ▪ he shall be punishable with
of creditors, regard shall be or before Indian diplomatic 2) Duty of Co. Liquidator or for period of 15 years, be transferred to general
Section 358 - Exclusion of certain time in
paper affecting or relating to, property or affairs of Co.; imprisonment - 3 to 5 years & fine - Rs. or consular officer
had to value of each debt of person on whose application revenue a/c of CG
v) fraudulently parts with, alters or makes any omission in, or 1,00,000/- to 3,00,000/- computing period of limitation
creditor 2) All tribunals, judges, order was made, within 30
is privy to fraudulent parting with, altering or making of any ▪ It shall be good defence if accused Justices, commissioners & days after making of order or Notwithstanding anything in Limitation Act,
3) While ascertaining wishes
omission in, any book or paper affecting or relating to property proves that he had no intent to defraud Section 357 - Commencement of winding up 1963, or in any other law for time being in
of contributories, regard shall persons acting judicially in further time as Tribunal may
or affairs of Co.; or to conceal true state of affairs of Co.
be had to number of votes India shall take judicial allow, to file certified copy by Tribunal force, in computing period of limitation
vi) by any false representation or other fraud, obtains on or to defeat law notice of seal, stamp or specified for any suit or application in name
which may be cast by each of order with Registrar who The winding up of a company by the Tribunal under
credit, property which Co. does not subsequently pay for; 2) Every person who takes in pawn or signature, of any such & on behalf of Co. which is being wound up
contributory shall register same, & if Co. this Act shall be deemed to commence at the time of
vii) under false pretence that Co. is carrying on its business, pledge or otherwise receives property, court, tribunal, judge, Liquidator or person fails, he the presentation of the petition for the winding up. by Tribunal, period from date of
obtains on credit, for or on behalf of Co., property which Co. knowing it to be pawned, pledged, or person, diplomatic or shall be punishable with fine commencement of winding up of Co. to
does not subsequently pay for; or disposed of in circumstances, shall be consular officer, attached, upto Rs.10,000/- for every period of 1 year immediately following date
viii) pawns, pledges or disposes of any property of Co. which punishable with imprisonment- 3 to 5 appended or subscribed to day during which default of winding up order shall be excluded
has been obtained on credit & has not been paid for, unless in years & fine - Rs. 3,00,000/- to 5,00,000/- affidavit or to other continues
ordinary course of business of Co; document for purposes of
this Chapter
 Companies Incorporated Outside India (Foreign Company) (Chart 9.1)

Section 382 - Section 388 -

Section 380 - Documents to Section 383 Section 387 - Dating of
Definition of Foreign Co and Section 381 - Accounts of Display of Provision to
be delivered to Registrar by - Service on Prospectus and
Application of Act to Foreign Co Foreign Co name of Expert's Consent
Foreign Co Foreign Co Particulars
Foreign Co & Allotment

dfvbdfh
Section 2(42) - Definition of Foreign Co 1) Every Foreign Co is required to 1) Every Foreign Co shall, in every Every Foreign Any process, 1) Prospectus to be dated & 1) No prospectus
deliver to Registrar for registration calendar year - Co shall- notice, or signed [Section 387(1)]: offering for subscription
Any Co or body corporate incorporated outside
a) Certified Copy of Charter, Statutes a) Make out Balance sheet & 1) Exhibit on other Contains particulars with in securities of Co
India which-
or Memorandum & Articles or Other P & L A/c in such form, containing outside of document respect to following matters- incorporated or to be
a) Place of business in India whether by itself or
Instrument defining constitution of particulars as prescribed,& every office or required to a) Instrument constituting or incorporated outside
through an agent, physically or through
Co, if instrument is not in English b) Deliver copy to Registrar place where it be served on defining constitution of Co India or when formed
electronic mode &
language, Certified Translation 2) Foreign Co shall send to carries on Foreign Co b) Enactments or provisions will or will not establish,
b) Conducts any business activity in India in any
thereof in English Language Registrar along with documents business in shall be by or under which place of business in
other manner
b) Full address of registered or required to be delivered to him, India, name of deemed to be incorporation of Co was India
Section 379 - Application of Act to Foreign Co principal office of Co copy of list of all places of business Co & country sufficiently effected a) Where prospectus
c) List of Directors & Secretary of Co established by Co in India in in which it is served, if c) Address in India where said includes statement
Sections 380 to 386 (both inclusive) and d) Name & Address of 1 or more prescribed form incorporated addressed to instrument, enactments or purporting to be made

51
sections 392 and 393 shall apply to all persons resident in India authorised 3) As per Rules*, 2) Name of Co any person provisions, or copies thereof, by an expert, he has not
foreign companies to accept on behalf of Co service of a) Foreign Co shall prepare FS as & country in whose name & if same are not in English given, or has before
Provided that the Central Government
process & any notices per Sch III & along with FS to be which Co is & address language, certified translation delivery of prospectus
may, by Order published in the Official
e) Full address of office of Co deemed filed with Registrar, attach incorporated, have been thereof in English language for registration
Gazette, exempt any class of foreign
to be its principal place of business in following- to be stated in delivered to can be inspected withdrawn, his written
companies, specified in the Order, from any
India i) Statement of RPT legible English Registrar u/s d) Date on which & country in consent
of the provisions of sections 380 to 386 and
f) Particulars of opening & closing of ii) Statement of repatriation of characters in 380 & left at, which Co would be or was b) If prospectus does
sections 392 and 393 and a copy of every
such order shall, as soon as may be after it is place of business in India on earlier profits all business or sent by incorporated & not have effect
made, be laid before both Houses of occasions iii) Statement of transfer of funds letters, bill- post to, e) Whether Co has established 2) Statement shall be
Parliament g) Declaration that none of directors (including dividends) heads & letter address place of business in India &, if deemed to be included
1) Where not less than 50% PSC, equity or have ever been convicted or debarred b) All documents shall be delivered paper which has so, address of its principal in prospectus, if it is
preference or partly equity & partly preference, from formation of companies & to Registrar within 6 months of 3) State the been so office in India contained in any report
of Foreign Co is held by - management in India or abroad close of FY of Foreign Co to which fact that delivered to 2) Points (a), (b) & (c) above or memorandum
a) 1 or more citizens of India, or 2) Above informations be filed with they relate liability of Registrar or shall not apply in case of appearing on face
b) 1 or more Co/ Bodies Corporate incorporated Registrar within 30 days of c) Accounts of Foreign Co members is by electronic prospectus issued more than thereof or by reference
in India, or establishment of its place of business pertaining to Indian business limited mode 2 years after date at which Co incorporated therein or
c) 1 or more citizens of India & 1 or more Co/ in India, in Form FC-1 along with operations prepared as per Section is entitled to commence issued therewith
bodies corporate incorporated in India, prescribed fees 381(1) & Rules thereunder, shall be business
*whether singly or in aggregate audited by practicing CA in India or
2) Such Co shall comply with provisions of firm or LLP of practicing CAs
Chapter XXII & other provisions as if it were Co
incorporated in India
* Companies (Registration of Foreign Companies) Rules, 2014
 Companies Incorporated Outside India (Foreign Company) (Chart 9.2)

Section 391 - Application Section 384 - ebentures, Section 385 -

Section 389 - Section 390 Section 392 - Section 393 - Failure
of sections 34 Annual Return, Registration of Fee for Section 386 -
Registration - Offer of Punishment for to comply not affect
to 36 & charges, Books of Account & Registration of Interpretation
of Prospectus IDR Contravention validity of contracts
Chapter XX their Inspection Documents

1) No prospectus CG may make The provisions of sections 34 to 1) Foreign Co shall Any failure by company a) Provisions of Section 71 (Issue of There shall be For purposes of
can be issued rules applicable 36 (both inclusive) shall apply to be punishable with- to comply with Debentures) shall apply mutatis paid to Registrar foregoing provisions
unless it is to offer of - a) Fine - Rs. provisions of this mutandis to foreign company for registering any of this Chapter,
certified by the Indian i) issue of prospectus by 1,00,000/- to Rs. Chapter shall not b) Provisions of Section 92 document expression:
chairperson and Depository company incorporated outside 3,00,000/- & affect validity of any (Preparation and filing of Annual required by the (a)“Certified” means
two other Receipts (IDR) India under b) Additional Fine contract, dealing or return) and Section 135 (CSR) provisions of this certified in prescribed

52
directors and also & manner in section 389 as they apply to extend to Rs. transaction entered shall, subject to such exceptions, Chapter to be manner to be a true
required to be which IDR shall prospectus issued by an Indian 50,000/- every day into by company or its modifications and adaptations as registered by him, copy or a correct
register with ROC. be dealt with in company; after first during liability to be sued in may be made therein by rules made such fee, as may translation;
Documents to be depository ii) issue of Indian Depository which respect thereof, but under this Act, apply to a foreign be prescribed (b)“Director”, in
attached:- mode & by Receipts by foreign company contravention company shall not be company relation to a foreign
- Consent from custodian & Subject to provisions of continues in case of entitled to bring any c) Provisions of Chapter VI company, includes
Expert - underwriters section 376, provisions of continuing offence suit, claim any set-off, (Registration of Charges) shall apply any person in
Contract of MD or (Refer SEBI for Chapter XX shall apply 2) Officer in default make any counter-claim mutatis mutandis to charges on accordance with
Manager - details) mutatis mutandis for closure shall be punishable or institute any legal properties which are created or whose directions or
Other material of place of business of foreign with- proceeding in respect of acquired by any foreign company instructions Board of
Contracts entered company in India as if it were a) Imprisonment any such contract, d) Provisions of Chapter XIV Directors of company
within preceiding company incorporated in upto 6 months, or dealing or transaction, (Inspection, inquiry and is accustomed to act;
two years. India in case such foreign b) Fine - Rs. 25,000/- until the company has investigation) shall apply mutatis (c)“Place of business”
- Underwriting company has raised monies to Rs. 5,00,000/- or complied with mutandis to the Indian business of a includes a share
Agreement - through offer or issue of c) Both provisions of foreign company as they apply to a transfer or
securities under this Chapter
POA this Act applicable to it company incorporated in India registration office
which have not been repaid
or redeemed
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 National Company Law Tribunal and Appellate Tribunal (Chart 12.1)

Section 407 - Section 420 - Orders Section 421 - Appeal from Section 422 -
Introduction Section 423 - Section 424 - Procedure before Tribunal and Appellate Tribunal
Definitions of Tribunal Orders of Tribunal Expeditious disposal
Appeal to
by tribunal and
1)In past number a) Chairperson = 1) Reasonable 1) Appeal to an order- any person Supreme Cour 1)Tribunal regulate their own procedure based on 3) Nature of Decree and its
of quasi judi chairperson of opportunity of being aggrieved by order of tribunal Appellate Tribunal natural Justice - Tribunal & AT, while diposing any execution- any order made by
forums and AT heard- The tribunal after may prefer an appeal to AT. case or appeal , be bound by procedures of Code tribunal or AT may be enforced as
1) Speedy disposal- Every 1)Any person
tribunals for b) Judicial giving the parties ROBH, 2) Requires consent of Parties-No Civil Procedures, 1908, but shall be guided by if it were decree made by a court
application or petition aggrieved by
settlement member = pass such order as it appeal shall lie to AT from an principles of Natural Justice & subject to other in a suit pending & it shall be
presented before tribunal order of AT may
2) Co act 2013 to member of thinks fit order made by the tribunal with provisons & rules of this Act, have power to lawful for tribunal or AT to send
or appeal filed before AT, file appeal to SC
constitute NCLT tribunal or AT, 2)Amendments in order consent of parties. regulate their own procedure for execution of its order to court
shall be dealt and within 60 days
and NCLAT includes a) The tribunal may at 3) Period of filing of appeal- 2) Vested with same power as that of Civil court- within local limits of whose
disposed of as of receipt of

58
3)NCLT will president or any time within 2 years a) shall be filed within 45 days a) Summon & enforcing the attendance of any jurisdiction
expeditiously as possible order of AT. 2)
replace CLB, BIFR chairperson from date of order , with from the date the copy of order is person & examining him under oath a)order against CO.- Registered
and within 3 months from Additional 60
and AAIFR c) Member = a view to rectify any made available to the b) requiring discovery & production of documents office of Co situate or
the date of its days if SC
4) will have judicial/technical mistake apparent from aggrieved(with form and fees). c) receiving evidence on affidavits b) order against any other person-
presentation before satisfied that
judicial and of tribunal or the record, amend any b) additional 45 days if AT d) Subject to Sec 123 & 124 of Indian Evidence Act- person concerns voluntarily
tribunal or AT. sufficient cause
technical AT,includes order passed by it. satisfied that sufficient cause for requisitioning any public document or record resides or carries on business or
2) Reasons to be recorded of delay.
members 5) predident or b)no such amendment in delay. e) issuing commision for the examination of personally works for gain.
for delay- If not disposed
To bring all chairperson respect of any order 4) pass order after giving ROBH- witness/document 4) Nature of proceedings-all
of withing the time
lawsuits d) President = against which an appeal after ROBH, AT may pass such f) dismissing a representation for defaul tor proceedings before tribunal and
specified in sub-
pertaining to president of has been preferred. order thereon as it think fits, deciding it ex parte AT deemed to be judicial
section(1),record reasons
companies under tribunal. 3) To send copy of order- confirming,modifying or setting g) setting aside any order of dismissal of any proceedings.
& president or
one law e) Technical Tribunal shall send copy aside the order appealed against. representation for default or any order passed by it
chairperson may grant an
mem = member of every order passed to 5) AT shall send copy of order to ex-parte
extension of not
of trib/ AT all concerned parties. tribunal and parties to appeal h) any other matter
exceeding 90 days.
appointed as
such
 National Company Law Tribunal and Appellate Tribunal (Chart 12.2)

Section 428 -
Section 425 Section 426 Section 429 - Power to seek Section 430 - Civil Section 432 -
Protection of
Power to punish Delegation of assistance of Chief Metropolitan court not to have Right to legal Section 434 - Transfer of certain pending proceedings
action taken in
for Contempt Power Magistrate jurisdiction representation
good faith
The tribunal & AT Tribunal or AT by No suit, 1) tribunal in any proceedig relating to No civil court shall A party to any 1) On such date as notified by CG-
shall have same general or specific prosecution or sick company or winding up of any co., have jurisdiction to proceedings or a) all matters pending before Company Law Administration,
jurisdiction, powers order direct any of legal proceedings in order to take custody or under its entertain any suit or appeal before Co Act 1956 shall stand transferred to to tribunal
and authority in its officer or shall lie against control any property, book of accounts proceedings or to tribunal or AT, may
b) any person aggrieved by any decision or order of CLB may
respect of contempt employees or any tribunal,president, or other documents , request in writing , grant injuntion in either appear infile an appeal to HC within 60 days from date of
of themselves as other person to member, officer, the Chief Metropolitan Magistrate, respect of any matter communication of decision (HC court may allow to file appeal
person or authorise
HC has & may inquire into matter AT,chairperson, Chief Judicial Magistrate or district which tribunal or AT is 1 or more not exceeding 60 days, if sufficient cause for delay)
exercise powers connected with any member of AT, collector having jurisdiction any such empowered to CA/CS/CWA/legal c) all proceedings under Companies Act, 1956, pending

59
under Contempt of proceedings liquidator or any property, books or other documents are determine practioner to immediately before such date before any District Court or
Court Act, subject other person for found to take possesion thereof and present his caseHigh Court, shall stand transferred to Tribunal
to modification discharge of CMM, CJM and DC may- Section 431 - Proceedings relating to cases of voluntary winding up of
a) Rerence to HC Section 427 function in respect a) Take possesion of such property, company where notice of resolution by advertisement has
Vacancy not to
shall be constued as President, of any loss,damage books of accounts or other doc. been given u/s 485(1) of Companies Act, 1956 but
including a refrence or likely loss, by an b) cause same to be entrusted tribunal invalidate acts or Section 433 - company has not been dissolved before 1st April, 2017
members, Limitation
to tribunal and AT. act done in good or person authorised. proceedings shall continue to be dealt with in accordance with
officers to be provisions of Companies Act, 1956 & Companies (Court)
b) Reference to faith or in 2) Steps for securing Compliance- for No act or proceedings The provison of
advocate gerneral public servants persuance of this purpose of subsection(1) , the of tribunal or AT can Limitation Act,1963 Rules, 1959
shall be construed act CMM,CMJ and DC may take steps and be questioned or shall aply to Thus, now pending proceedings of voluntary winding up
as reference to such Deemed to be use of such force, as necessary. shall be invalid merely proceedings in will be proceeded as it is i.e. it will be conducted as per old
law officer as CG Public servants 3) No act of magistrate shall be called in on ground of tribunal and AT. provisions of companies act 1956 by court
specify within meaning of question in any court or before any existence of any 2) CG may make rules consistent with provisions of ACT to
Section 21 of IPC. authority on any ground whatsoever vacany or defect in ensure timely transfer of all maters, proceedings or cases
constitution. pending before CLB or court to tribunal under this section
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