THE COMPANIES ACT, 2013

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CHAPTER XX WINDING UP

  1. Modes of winding up Winding up by Tribunal

PART I.—Winding up by the Tribunal

  1. Circumstances in which company may be wound up by Tribunal
  2. Petition for winding up
  3. Powers of Tribunal
  4. Directions for filing statement of affairs
  5. Company Liquidators and their appointments
  6. Removal and replacement of liquidator
  7. Intimation to Company Liquidator, provisional liquidator and Registrar
  8. Effect of winding up order
  9. Stay of suits, etc., on winding up order
  10. Jurisdiction of Tribunal
  11. Submission of report by Company Liquidator
  12. Directions of Tribunal on report of Company Liquidator
  13. Custody of company’s properties
  14. Promoters, directors, etc., to cooperate with Company Liquidator
  15. Settlement of list of contributories and application of assets
  16. Obligations of directors and managers
  17. Advisory committee
  18. Submission of periodical reports to Tribunal
  19. Power of Tribunal on application for stay of winding up
  20. Powers and duties of Company Liquidator
  21. Provision for professional assistance to Company Liquidator
  22. Exercise and control of Company Liquidator’s powers
  23. Books to be kept by Company Liquidator
  24. Audit of Company Liquidator’s accounts
  25. Payment of debts by contributory and extent of set-off
  26. Power of Tribunal to make calls
  27. Adjustment of rights of contributories
  28. Power to order costs
  29. Power to summon persons suspected of having property of company, etc.
  30. Power to order examination of promoters, directors, etc.
  31. Arrest of person trying to leave India or abscond
  32. Dissolution of company by Tribunal
  33. Appeals from orders made before commencement of Act

PART II.—Voluntary winding up   (Omitted vide Insolvency and Bankruptcy Code, 2016 )

  1. Circumstances in which company may be wound up voluntarily
  2. Declaration of solvency in case of proposal to wind up voluntarily
  3. Meeting of creditors
  4. Publication of resolution to wind up voluntarily
  5. Commencement of voluntary winding up
  6. Effect of voluntary winding up
  7. Appointment of Company Liquidator
  8. Power to remove and fill vacancy of Company Liquidator
  9. Notice of appointment of Company Liquidator to be given to Registrar
  10. Cesser of Board’s powers on appointment of Company Liquidator
  11. Powers and duties of Company Liquidator in voluntary winding up
  12. Appointment of committees
  13. Company Liquidator to submit report on progress of winding up
  14. Report of Company Liquidator to Tribunal for examination of persons
  15. Final meeting and dissolution of company
  16. Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
  17. Distribution of property of company
  18. Arrangement when binding on company and creditors
  19. Power to apply to Tribunal to have questions determined, etc.
  20. Costs of voluntary winding up

PART III.—Provisions applicable to every mode of winding up

  1. Debts of all descriptions to be admitted to proof
  2. Application of insolvency rules in winding up of insolvent companies
  3. Overriding preferential payments
  4. Preferential payments
  5. Fraudulent preference
  6. Transfers not in good faith to be void
  7. Certain transfers to be void
  8. Liabilities and rights of certain persons fraudulently preferred
  9. Effect of floating charge
  10. Disclaimer of onerous property
  11. Transfers, etc., after commencement of winding up to be void
  12. Certain attachments, executions, etc., in winding up by Tribunal to be void
  13. Offences by officers of companies in liquidation
  14. Penalty for frauds by officers
  15. Liability where proper accounts not kept
  16. Liability for fraudulent conduct of business
  17. Power of Tribunal to assess damages against delinquent directors, etc.
  18. Liability under sections 339 and 340 to extend to partners or directors in firms or
    companies.
  19. Prosecution of delinquent officers and members of company
  20. Company Liquidator to exercise certain powers subject to sanction
  21. Statement that company is in liquidation
  22. Books and papers of company to be evidence
  23. Inspection of books and papers by creditors and contributories
  24. Disposal of books and papers of company
  25. Information as to pending liquidations
  26. Official Liquidator to make payments into public account of India
  27. Company Liquidator to deposit monies into scheduled bank
  28. Liquidator not to deposit monies into private banking account
  29. Company Liquidation Dividend and Undistributed Assets Account
  30. Liquidator to make returns, etc.
  31. Meetings to ascertain wishes of creditors or contributories
  32. Court, tribunal or person, etc., before whom affidavit may be sworn
  33. Powers of Tribunal to declare dissolution of company void
  34. Commencement of winding up by Tribunal
  35. Exclusion of certain time in computing period of limitation

PART IV.—Official Liquidators

  1. Appointment of Official Liquidator
  2. Powers and functions of Official Liquidator
  3. Summary procedure for liquidation
  4. Sale of assets and recovery of debts due to company
  5. Settlement of claims of creditors by Official Liquidator
  6. Appeal by creditor
  7. Order of dissolution of company
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CHAPTER XX WINDING UP