The Companies Act, 2013
Administered Ministry: Ministry of Corporate Affairs
Section
Section 297 Adjustment of rights of contributories.
The Tribunal shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto.
Section 298 Power to order costs.
The Tribunal may, in the event of the assets of a company being insufficient to satisfy its liabilities, make an order for the payment out of the assets, of the costs, charges and expenses incurred in the winding up, in such order of priority inter se as the Tribunal thinks just and proper.
Section 299 Power to summon persons suspected of having property of company, etc.
(1) The Tribunal may, at any time after the appointment of a provisional liquidator or the passing of a winding up order, summon before it any officer of the company or person known or suspected to have in his possession any property or books or papers, of the company, or known or suspected to be indebted to the company, or any person whom the Tribunal thinks to be capable of giving information concerning the promotion, formation, trade, dealings, property, books or papers, or affairs of the company.
(2) The Tribunal may examine any officer or person so summoned on oath concerning the matters aforesaid, either by word of mouth or on written interrogatories or on affidavit and may, in the first case, reduce his answers to writing and require him to sign them.
(3) The Tribunal may require any officer or person so summoned to produce any books and papers relating to the company in his custody or power, but, where he claims any lien on books or papers produced by him, the production shall be without prejudice to such lien, and the Tribunal shall have power to determine all questions relating to that lien.
(4) The Tribunal may direct the liquidator to file before it a report in respect of debt or property of the company in possession of other persons.
(5) If the Tribunal finds that--
(a) a person is indebted to the company, the Tribunal may order him to pay to the provisional liquidator or, as the case may be, the liquidator at such time and in such manner as the Tribunal may consider just, the amount in which he is indebted, or any part thereof, either in full discharge of the whole amount or not, as the Tribunal thinks fit, with or without costs of the examination;
(b) a person is in possession of any property belonging to the company, the Tribunal may order him to deliver to the provisional liquidator or, as the case may be, the liquidator, that property or any part thereof, at such time, in such manner and on such terms as the Tribunal may consider just.
(6) If any officer or person so summoned fails to appear before the Tribunal at the time appointed without a reasonable cause, the Tribunal may impose an appropriate cost.
(7) Every order made under sub-section (5) shall be executed in the same manner as decrees for the payment of money or for the delivery of property under the Code of Civil Procedure, 1908 (5 of 1908).
(8) Any person making any payment or delivery in pursuance of an order made under sub-section (5) shall by such payment or delivery be, unless otherwise directed by such order, discharged from all liability whatsoever in respect of such debt or property.
(2) The Tribunal may examine any officer or person so summoned on oath concerning the matters aforesaid, either by word of mouth or on written interrogatories or on affidavit and may, in the first case, reduce his answers to writing and require him to sign them.
(3) The Tribunal may require any officer or person so summoned to produce any books and papers relating to the company in his custody or power, but, where he claims any lien on books or papers produced by him, the production shall be without prejudice to such lien, and the Tribunal shall have power to determine all questions relating to that lien.
(4) The Tribunal may direct the liquidator to file before it a report in respect of debt or property of the company in possession of other persons.
(5) If the Tribunal finds that--
(a) a person is indebted to the company, the Tribunal may order him to pay to the provisional liquidator or, as the case may be, the liquidator at such time and in such manner as the Tribunal may consider just, the amount in which he is indebted, or any part thereof, either in full discharge of the whole amount or not, as the Tribunal thinks fit, with or without costs of the examination;
(b) a person is in possession of any property belonging to the company, the Tribunal may order him to deliver to the provisional liquidator or, as the case may be, the liquidator, that property or any part thereof, at such time, in such manner and on such terms as the Tribunal may consider just.
(6) If any officer or person so summoned fails to appear before the Tribunal at the time appointed without a reasonable cause, the Tribunal may impose an appropriate cost.
(7) Every order made under sub-section (5) shall be executed in the same manner as decrees for the payment of money or for the delivery of property under the Code of Civil Procedure, 1908 (5 of 1908).
(8) Any person making any payment or delivery in pursuance of an order made under sub-section (5) shall by such payment or delivery be, unless otherwise directed by such order, discharged from all liability whatsoever in respect of such debt or property.
Section 300 Power to order examination of promoters, directors, etc.
(1) Where an order has been made for the winding up of a company by the Tribunal, and the Company Liquidator has made a report to the Tribunal under this Act, stating that in his opinion a fraud has been committed by any person in the promotion, formation, business or conduct of affairs of the company since its formation, the Tribunal may, after considering the report, direct that such person or officer shall attend before the Tribunal on a day appointed by it for that purpose, and be examined as to the promotion or formation or the conduct of the business of the company or as to his conduct and dealings as an officer thereof.
(2) The Company Liquidator shall take part in the examination, and for that purpose he or it may, if specially authorised by the Tribunal in that behalf, employ such legal assistance as may be sanctioned by the Tribunal.
(3) The person shall be examined on oath and shall answer all such questions as the Tribunal may put, or allow to be put, to him.
(4) A person ordered to be examined under this section--
(a) shall, before his examination, be furnished at his own cost with a copy of the report of the Company Liquidator; and
(b) may at his own cost employ chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 432, who shall be at liberty to put to him such questions as the Tribunal may consider just for the purpose of enabling him to explain or qualify any answers given by him.
(5) If any such person applies to the Tribunal to be exculpated from any charges made or suggested against him, it shall be the duty of the Company Liquidator to appear on the hearing of such application and call the attention of the Tribunal to any matters which appear to the Company Liquidator to be relevant.
(6) If the Tribunal, after considering any evidence given or hearing witnesses called by the Company Liquidator, allows the application made under sub-section (5), the Tribunal may order payment to the applicant of such costs as it may think fit.
(7) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, a copy be supplied to him and may thereafter be used in evidence against him, and shall be open to inspection by any creditor or contributory at all reasonable times.
(8) The Tribunal may, if it thinks fit, adjourn the examination from time to time.
(9) An examination under this section may, if the Tribunal so directs, be held before any person or authority authorised by the Tribunal.
(10) The powers of the Tribunal under this section as to the conduct of the examination, but not as to costs, may be exercised by the person or authority before whom the examination is held in pursuance of sub-section (9).
(2) The Company Liquidator shall take part in the examination, and for that purpose he or it may, if specially authorised by the Tribunal in that behalf, employ such legal assistance as may be sanctioned by the Tribunal.
(3) The person shall be examined on oath and shall answer all such questions as the Tribunal may put, or allow to be put, to him.
(4) A person ordered to be examined under this section--
(a) shall, before his examination, be furnished at his own cost with a copy of the report of the Company Liquidator; and
(b) may at his own cost employ chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal under section 432, who shall be at liberty to put to him such questions as the Tribunal may consider just for the purpose of enabling him to explain or qualify any answers given by him.
(5) If any such person applies to the Tribunal to be exculpated from any charges made or suggested against him, it shall be the duty of the Company Liquidator to appear on the hearing of such application and call the attention of the Tribunal to any matters which appear to the Company Liquidator to be relevant.
(6) If the Tribunal, after considering any evidence given or hearing witnesses called by the Company Liquidator, allows the application made under sub-section (5), the Tribunal may order payment to the applicant of such costs as it may think fit.
(7) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, a copy be supplied to him and may thereafter be used in evidence against him, and shall be open to inspection by any creditor or contributory at all reasonable times.
(8) The Tribunal may, if it thinks fit, adjourn the examination from time to time.
(9) An examination under this section may, if the Tribunal so directs, be held before any person or authority authorised by the Tribunal.
(10) The powers of the Tribunal under this section as to the conduct of the examination, but not as to costs, may be exercised by the person or authority before whom the examination is held in pursuance of sub-section (9).
Section 301 Arrest of person trying to leave India or abscond.
At any time either before or after passing a winding up order, if the Tribunal is satisfied that a contributory or a person having property, accounts or papers of the company in his possession is about to leave India or otherwise to abscond, or is about to remove or conceal any of his property, for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, the Tribunal may cause--
(a) the contributory to be detained until such time as the Tribunal may order; and
(b) his books and papers and movable property to be seized and safely kept until such time as the Tribunal may order.
(a) the contributory to be detained until such time as the Tribunal may order; and
(b) his books and papers and movable property to be seized and safely kept until such time as the Tribunal may order.
Section 302 Dissolution of company by Tribunal.
(1) When the affairs of a company have been completely wound up, the Company Liquidator shall make an application to the Tribunal for dissolution of such company.
(2) The Tribunal shall on an application filed by the Company Liquidator under sub-section (1) or when the Tribunal is of the opinion that it is just and reasonable in the circumstances of the case that an order for the dissolution of the company should be made, make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
1 [(3) The Tribunal shall, within a period of thirty days form the date of the order, --
(a) forward a copy of the order to the Registrar who shall record in the register relating to the company a minute of the dissolution of the company; and
(b) direct the Company Liquidator to forward a copy of the order to the Registrar who shall record in the register relating to the company a minute of the dissolution of the company.]
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(2) The Tribunal shall on an application filed by the Company Liquidator under sub-section (1) or when the Tribunal is of the opinion that it is just and reasonable in the circumstances of the case that an order for the dissolution of the company should be made, make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
1 [(3) The Tribunal shall, within a period of thirty days form the date of the order, --
(a) forward a copy of the order to the Registrar who shall record in the register relating to the company a minute of the dissolution of the company; and
(b) direct the Company Liquidator to forward a copy of the order to the Registrar who shall record in the register relating to the company a minute of the dissolution of the company.]
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1. Subs. by Act 29 of 2020, s. 47, for sub-section (3) (w.e.f. 21-212020).
2. Sub-section (4) omitted by s. 47, ibid. (w.e.f. 21-12-2020).
2. Sub-section (4) omitted by s. 47, ibid. (w.e.f. 21-12-2020).
Section 303 Appeals from orders made before commencement of Act.
Nothing in this Chapter shall affect the operation or enforcement of any order made by any Court in any proceedings for the winding up of a company immediately before the commencement of this Act and an appeal against such order shall be filed before such authority competent to hear such appeals before such commencement.
Section 304 Circumstances in which company may be wound up voluntarily.
[Circumstances in which company may be wound up voluntarily.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 305 Declaration of solvency in case of proposal to wind up voluntarily.
[Declaration of solvency in case of proposal to wind up voluntarily.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 306 Meeting of creditors.
[Meeting of creditors.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
Section 307 Publication of resolution to wind up voluntarily.
[Publication of resolution to wind up voluntarily.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f.15-11-2016).
Section 308 Commencement of voluntary winding up.
[Commencement of voluntary winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
Section 309 Effect of voluntary winding up.
[Effect of voluntary winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
Section 310 Appointment of Company Liquidator.
[Appointment of Company Liquidator.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
Section 311 Power to remove and fill vacancy of Company Liquidator
[Power to remove and fill vacancy of Company Liquidator.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 312 Notice of appointment of Company Liquidator to be given to Registrar.
[Notice of appointment of Company Liquidator to be given to Registrar.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 313 Cesser of Board‘s powers on appointment of Company Liquidator.
[Cesser of Boards powers on appointment of Company Liquidator.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 314 Powers and duties of Company Liquidator in voluntary winding up
[Powers and duties of Company Liquidator in voluntary winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
Section 315 Appointment of committees.
[Appointment of committees.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11- 2016).
Section 316 Company Liquidator to submit report on progress of winding up.
[Company Liquidator to submit report on progress of winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).