valid as on 13/11/2018

Section 295. Payment of debts by contributory and extent of set-off
Effective from 15-12-2016

(1) The may, at any time after passing of a winding up order, pass an order requiring any  for the time being on the list of contributories to pay, in the manner directed by the order, any money due to the , from him or from the estate of the person whom he represents, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Act.

(2) The Tribunal, in making an order, under sub-section (1), may,—
(a) in the case of an , allow to the contributory, by way of setoff, any money due to him or to the estate which he represents, from the company, on any independent dealing or contract with the company, but not any money due to him as a of the company in respect of any dividend or profit; and
(b) in the case of a limited company, allow to any director or whose liability is unlimited, or to his estate, such set-off.

(3) In the case of any company, whether limited or unlimited, when all the creditors have been paid in full, any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call.

2(90) Tribunal means the National Company Law Tribunal constituted under section 408
2(26) Contributory means a person liable to contribute towards the assets of the company in the event of its being wound up.

Explanation.—For the purposes of this clause, it is hereby clarified that a person holding fully paid-up shares in a company shall be considered as a contributory but shall have no liabilities of a contributory under the Act whilst retaining rights of such a contributory

2(20) Company means a company incorporated under this Act or under any previous company law
2(92) unlimited company means a company not having any limit on the liability of its members
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

2(53) Manager means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.

Enforcement Notification S.O. 3677(E) dated 07/12/2016


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