CHAPTER VI

PREVENTION OF OPPRESSION AND MISMANAGEMENT

A.Powers of Court

397.Application to court for relief in cases of oppression.—(1) Any members of a company who complain that the affairs of the
company are being conducted in a manner oppressive to any member or members (including any one or more of themselves)
may apply to the Court for an order under this section, provided such members have a right so to apply in virtue of section 399.

(2) If, on any application under sub-section (1), the Court is of opinion—

(a) that the company's affairs are being conducted in a manner oppressive to any member or members; and

(b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the
making of a winding-up order on the ground that it was just and equitable that the company should be would up;

the Court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit.

398.Application to Court for relief in cases of mismanagement.— (1) Any members of a company who complain—

(a) that the affairs of the company are being conducted in a manner prejudicial to the interests of the company; or

(b) that a material change (not being a change brought about by, or in the interests of, any creditors including debenture holders,
or any class of shareholders, of the company) has taken place in the management of control of the company, whether by an
alteration in its Board of directors, or if its managing agent or secretaries and treasurers, or in the constitution or control of the
firm or body corporate acting as its managing agent or secretaries and treasurers, or in the ownership of the company's shares,
or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely
that the affairs of the company will be conducted in a manner prejudicial to the interests of the company;


may apply to the court for an order under this section, provided such members have a right so to apply in virtue of section 399.

(2)If, on any application under sub-section (1), the Court is of opinion that the affairs of the company are being conducted as
aforesaid or that by reason of any material change as aforesaid in the management or control of the company, it is likely that the
affairs of the company will be conducted as aforesaid, the court may, with a view to bringing to an end or preventing the matters
complained of or apprehended, make such order as it thinks fit.

399.Right to apply under sections 397 and 398.—(1) The following members of a company shall have the right to apply under
section 397 or 398:—

(a) in the case of a company having a share capital, not less than one hundred members of the company or not less than one
tenth of the total number of its members, whichever is less, or any member or members holding not less than one-tenth of the
issued share capital of the company, provided that the applicant or applicants have paid all calls and other sums due on their
shares;

(b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members.

(2) For the purposes of sub-section (1), where any share or shares are held by two or more persons jointly, they shall be
counted only as one number.

(3) Where any members of a company, are entitled to make an application in virtue of sub-section (1), any one or more of them
having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them.

(4) The Central Government may, if in its opinion circumstances exist which make it just and equitable so to do, authorise any
member or members of the company to apply to the court under section 397 or 398, notwithstanding that the requirements of
clause (a) or clause (b), as the case may be of sub-section (1) are not fulfilled.

(5) The Central Government may, before authorising any member or members as aforesaid, require such member or members to
give security for such amount as the Central Government may deem reasonable, for the payment of any costs which the Court
dealing with the application may order such member or members to pay to any other person or persons who are parties to the
application.

400.Notice to be given to Central Government of application under sections 397 and 398.—The Court shall give notice of every
application made to it under section 397 or 398 to the Central government, and shall take into consideration the representations,
if any, made to it by that Government before passing a final order under that sections.

401.Right of Central Government to apply under section 397 and 398.—The Central Government may itself apply to the Court
for an order under section 397 or 398, or cause an application to be made to the Court for such an order by any person
authorised be it in this behalf.

402.Powers of Court on application under section 397 or 398.—Without prejudice to the generality of the powers of the Court
under section 397 or 398, any under either section may provide for—

(a) the regulation of the conduct of the company's affairs in future;

(b) the purchase of the shares or interests of any members of the company by other members thereof or by the company;

(c) in the case of a purchase of its shares by the company as aforesaid, the consequent reduction of its share capital;

(d) the termination, setting aside or modification of any agreement, howsoever arrived at, between the company on the one hand,
and any of the following persons, on the other namely:—

(i)the managing director,

(ii) any other director,

(iii) the managing agent,

(iv) the secretaries and treasurers, and

(v) the manager,

upon such terms and conditions as may, in the opinion of the Court, be just and equitable in all the circumstances of the case;

(e) the termination, setting aside or modification of any agreement between the company and any person not referred to in clause
(d), provided that no such agreement shall be terminated, set aside or modified except after due notice to the party concerned
and provided further that no such agreement shall be modified except after obtaining the consent of the party concerned;

(f) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property made or done by or
against the company within three months before the date of the application under section 397 or 398, which would, if made or
done by or against an individual, be deemed in his insolvency to be a fraudulent preference;

(g) any other matter for which in the opinion of the Court it is just and equitable that provision should be made.

403.Interim order by Court.—Pending the making by it of a final order under section 397 or 398, as the case may be, the Court
may, on the application of any party to the proceedings, make any interim order which it thinks fit for regulating the conduct of
the company's affairs, upon such terms and conditions as appear to it to be just and equitable.

404.Effect of alteration of memorandum or articles of company by order under section 397 or 398.—(1) Where an order under
section 397 or 398 makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision
of this Act, the company shall not have power, except to the extent, if any permitted in the order, to make without the leave of
the Court, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles.

(2) Subject to the provisions of sub-section (1), the alterations made by the order shall, in all respects, have the same effect as if
they had been duly made by the company in accordance with the provisions of this Act; and the said provisions shall apply
accordingly to the memorandum or articles as so altered.

(3) A certified copy of every order altering or giving leave to alter, a company's memorandum or articles, shall within fifteen days
after the making thereof, be filed by the company with the Registrar who shall registrar the same.

(4) If default is made in complying with the provisions of sub-section (3), the company, and every officer of the company who is
in default, shall be punishable with fine which may extend to five thousand rupees.

405.Addition of respondents to application under section 397 or 398.—If the managing director or any other director, the
managing agent, secretaries and treasurers or the manager, of a company or any other person, who has not been impleaded as a
respondent to any application under section 397 or 398 applies to be added as a respondent thereto, the Court shall, it is
satisfied that there is sufficient cause for doing so, direct that he may be added as a respondent accordingly.

406.Application of sections 539 to 544 to proceedings under sections 397 and 398.—In relation to an application under section
397 or 398, sections 539 to 544, both inclusive, shall apply in the form set forth in Schedule XI.

407.Consequences of termination or modification of certain agreements.—(1) Where an order of a Court made under section
397 or 398 terminates, sets aside or modifies an agreement such as is referred to in clause (d) or (e) of section 402,—

(a) the order shall not give rise to any claim whatever against the company by any person for damages or for compensation for
loss of office or in any respect, either in pursuance of the agreement or otherwise;

(b) no managing or other director, managing agent, secretaries and treasurers, or manager whose agreement is so terminated or
set aside and no person who, at the date of the order terminating or setting aside the agreement was, or subsequently becomes,
an associate of such managing agent or secretariats and treasurers shall, for a period of five years from the date of the order
terminating the agreement, without the leave of the Court, be appointed, or act, as the managing or other director, managing
agent, secretaries and treasurers, or manager of the company.

(2) (a) Any person who knowingly acts as a managing or other director, managing agent, secretaries and treasurers, or manager
of a company in contravention of clause (b) of sub-section (1);

(b) where the person so acting as managing agent or as secretaries and treasurers is a firm or body corporate, every partner in
the firm, or every director of the body corporate who is knowingly a party to such contravention; and

(c) every other director or every director, as the case may be, of the company, who is knowingly a party to such contravention;

shall be punishable with imprisonment for a term which may extend to one year, or with fine which may extend to five thousand
rupees, or with both.

(3) No Court shall grant leave under clause (b) of sub-section (1) unless notice of the intention to apply for leave has been
served on the Central Government and that Government has been given an opportunity of being heard in the matter.

B.Powers of Central Government

408.Powers of Government to prevent oppression or mismanagement.—(1) Notwithstanding anything contained in this Act, the
Central Government may appoint not more than two person, being members of the company, to hold office as directors thereof
for such period, not exceeding three years on any one occasion, as it may think fit, if the Central Government, on the application
of not less than two hundred members of the company or of members of the company holding not less than one-tenth of the total
voting power therein, is satisfied, after such inquiry as it deems fir to make, that it is necessary to make the appointment or
appointments in order to prevent the affairs of the company being conducted either in a manner which is oppressive to any
members of the company or in a manner which is prejudicial to the interests of the company:

Provided that in lieu of passing order as aforesaid, the Central Government may, if the company has not availed itself of the
option given to it under section 265, direct the company to amend its articles in the manner provided in that section and make
fresh appointments of directors in pursuance of the articles as so amended within such time as may be specified in that behalf by
the Central Government.

(2) In case the Central Government passes an order under the proviso to sub-section (1) it may, if thinks fit, direct that until new
directors are appointed in pursuance of the order aforesaid, not more than two members of the company specified by the
Central Government shall hold office as additional directors of the company.

(3) For the purpose of reckoning two-thirds or any other proportion of the total number of directors of the company, any
director or directors appointed by the Central Government under sub-section (1) or (2) shall not be taken into account.

409.Power of Central Government to prevent change in Board of directors likely to affect company prejudicially.—(1) Where a
complaint is made to the Central Government by the managing director or any other director, the managing agent, or the
secretaries and treasurers, or a company that as a result of a change which has taken place or is likely to take place in ownership
or any shares held in the company, a change in the Board of directors is likely to take place which (if allowed) would affect
prejudicially the affairs of the company, the Central Government may, if satisfied, after such inquiry as it thinks fit to make that it
is just and proper to affect a change in the Board of directors after the date of the complaint shall have effect unless confirmed by
the Central Government; and any such order shall have effect notwithstanding anything to the contrary contained in any other
provision of this Act or in the memorandum or articles of the company, or in any agreement with, or any resolution passed in
general meeting by, or by the Board of directors or, the company.

(2) The Central Government shall have power when any such complaint is received by it, to make an interim order to the effect
set out in sub-section (1), before making or completing the inquiry aforesaid.

(3) Nothing contained in sub-sections (1) and (2) shall apply to a private company, unless it is a subsidiary of a public company.

CHAPTER VII

CONSTITUTION AND POWERS OF ADVISORY COMMISSION

410.Appointment of Advisory Commission.—For the purpose of advising the Central Government on the matter referred to in
clause (a) of section 411, on the applications referred to in clause (b) of that section and on such other matters as the Central
Government may think fit, the Central Government shall—

(a) constitute a Commission (hereinafter called the "Advisory Commission") consisting of not more than five persons with suitable
qualifications; and

(b) appoint one of those persons to be the Chairman of the commission.

411.Duties of Advisory Commission.—It shall be the duty of the Advisory Commission to inquire into and advise the Central
Government—

(a) before a notification is issued under section 324 in respect of any description of industry or business, on the necessity for, and
advisability of, issuing the notification;
(b) on all applications made to the Central Government under section 259, 268, 269, 310, 311, 326, 328, 329, 332, 343, 345,
346, 352, 408, or 409; and

(c) on all other matters which may be referred to the Commission by the Central Government.


412.Forms and procedure in cases referred to Advisory Commission.—(1) Every application made to the Central Government
under any of the sections referred to in clause (b) of section 411 shall be in such form as may be prescribed.

(2) (a) Before any application is made buy a company to the Central Government under any of the section aforesaid, there shall
be issued by or on behalf of the company a general notice to the members thereof, indicating the nature of the application
proposed to be made.

(b) Such notice shall be published at least once in a news paper in a principal language of the district in which the registered
office of the company is situate and circulating in that district, and at least once in English in an English newspaper circulating in
that district.

(c) Copies of the notices, together with a certificate by the company as to the due publication thereof, shall be attached to the
application.

(d) Nothing in clause (a), (b) or (c) shall apply to a private company which is not the managing agent of a public company.

413.Powers of Advisory Commission.—For the purpose of making any inquiry under section 411, the Advisory Commission
may—

(a) require the production before it of any books or other documents in the possession, custody or control of the company and
relating to any matter under inquiry;

(b) call for any further information or explanation, if the Commission is of opinion that such information or explanation is
necessary in order that the books or other documents produced before it may afford full particulars of the matter to which they
purport to relate;

(c) with such assistants as it thinks necessary, inspect any books or other documents so produced and make copies thereof or
take extracts therefrom;

(d) require any managing director or any other director managing agent, secretaries and treasurers, manger or other officer of the
company, or any shareholder or any other person who, in the opinion of the commission, is likely to furnish information with
respect to the affairs of the company relating to any matter under inquiry, to appear before it and examine such person on oath or
require him to furnish such information as may be required; and administer an oath accordingly to the person for the purpose.

414.Penalties.—If any refuses or neglects to produce any book or other document in his possession or custody which he is
required to produce under section 413 or to answer any question put to him relating to any matter under inquiry, he shall be
punishable with imprisonment for a term which may extend to two years and shall also be liable to fine.

415.Immunity for action taken in good faith.—No suit or other legal proceeding shall lie against the Commission or the Chairman
or any member thereof or against the Central Government in respect of anything which is in good faith done or intended to be
done in pursuance of this Chapter, or of the provisions referred to in section 411, or of any rules or orders made thereunder.

CHAPTER VIII

MISCELLANEOUS PROVISIONS

Contracts where company is undisclosed principal

416.Contracts by agents of company in which company is undisclosed principal.—(1) Every person, being the managing agent
secretaries and treasurers, manager or other agent of a public company or of a private company which is a subsidiary of a public
company, who enters into a contract for or on behalf of the company in which contract the company is an undisclosed principal
shall, at the time of entering into the contract, make a memorandum in writing of the terms of the contract, and specify therein the
person with whom it is entered into.

(2) Every such person who enters into a contract as aforesaid shall forthwith deliver the memorandum to the company and sent
copies thereof to each of the directors; and such memorandum shall be filed in the office of the company and laid before the
Board of directors at its next meeting.

(3) If default is made in complying with the requirements of this section,—

(a) the contract shall, at the option of the company, be voidable as against the company; and

(b) the person who enters into the contract, or every officer of the company who is in default, as the case may be, shall be
punishable with fine which may extend to two hundred rupees.

Employees' securities and provident funds

417.Employees securities to be deposited in Scheduled Bank.—(1) All moneys or securities deposited with a company by its
employees in pursuance of there contracts of service with the company shall be kept or deposited by the company in a special
account to be opened by the company for the purpose in a Scheduled Bank.

(2) No portion of such moneys or securities shall be utilised by the company except for the purposes agreed to in the contracts
of service.

(3) A receipt for moneys deposited with a company by its employee shall not be deemed to be a security within the meaning of
this section; and the moneys themselves shall accordingly be deposited with a Scheduled Bank as provided in sub-section (1).

418.Provisions applicable to provident funds of employees.—(1) Where a provident fund has been constituted by a company
for its employees or any class of its employees, all moneys contributed to such fund (whether by the company or by the
employees) or accruing by way of interest or otherwise to such fund, shall be either deposited in a Post Office Savings Bank
account or invested in the securities mentioned or referred to in clauses (a) to (e) of section 20 of the Indian Trusts Act, 1882 (2
of 1882):

Provided that where one-tenth part of the whole amount of the moneys belonging to such fund exceeds the maximum amount
which may be deposited in a Post Office Savings Bank account under the rules regulating such deposits for the time being in
force the amount of such excess may be kept or deposited in a special account to be opened for the purpose in a Scheduled
Bank.

(2)Notwithstanding anything to the contrary in the rules of any provident fund to which sub-section (1) applies or in any contract
between a company and its employees, no employee shall be entitled to revive, in respect of such portion of the amount to his
credit in such fund as is invested in accordance with the provisions of sub-section (1), interest at a rate exceeding the rate of
interest yielded by such investment.

(3) Nothing in sub-section (1) shall affect any rights of an employee under the rules of a provident fund to obtain advances from
or to withdraw money standing to his credit in the fund, where the fund is a recognised provident fund within the meaning of
clause (a) of section 58A of the Indian Income-tax Act, 1922 (11 of 1922), or where the rules of the fund contain provisions
corresponding to rules 4, 5, 6, 7, 8, and 9 of the Indian Income-tax (Provident Funds Relief) Rules.

(4) where a separate trust has been created by a company with respect to any provident fund referred to in sub-section (1), the
company shall be bound to collect the contributions of the employees concerned any pay such contributions as well as its own
contributions, if any to the trustees; but in other respects, the obligations laid on the company by this section shall devolve on the
trustee and shall be discharged by them instead of by the company.

419.Right of employee to see banks receipt for moneys or securities referred to in section 417 or 418.—An employee shall be
entitled, on request made in this behalf to the company, or to the trustee referred to in sub-section (4) of section 418, as the case
may be, to see the bank's receipt for any money or security such as is referred to in sections 417 and 418.

420.Penalty for contravention of sections 417, 418 and 419.—Any officer of a company, or any such trustee of a provident fund
as is referred to in sub-section (4) of section 418 who, knowingly contravenes, or authorises or permits the contravention of, the
provisions of section 417, 418 or 419 shall be punishable with fine which may extend to five hundred rupees.

Receivers and Managers

421.Filing of accounts of receivers.—Every receiver of the property of a company who has been appointed under a power
conferred by any instrument and who has taken possession, shall one in every half year while he remains in possession, and also
on ceasing to act as receiver, file with the Registrar an abstract in the prescribed form of his receipts and payments during the
period to which the abstract relates.

422.Invoices, etc., to refer to receiver where there is one.—Where a receiver of the property of a company has been appointed,
every invoice, order for goods, or business letter issued by or on behalf of the company, or the receiver of the company, being a
document or in which the name of the company appears, shall contain a statement that a receiver has been appointed.

423.Penalty for non-compliance with sections 421 and 422.—If default is made in complying with the requirements of section
421 or 422, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to
two hundred rupees.

For the purposes of this section, the receiver shall be deemed to be an officer of the company.

424.Application of sections 421 to 423 to receivers and managers appointed by Court and managers appointed in pursuance of
an instrument.—The provisions of sections 421, 422 and 423 shall apply to the receiver of, or any person appointed to manage,
the property of a company, appointed by a Court or to any person appointed to manage the property of a company under any
powers contained in an instrument, in like manner as they apply to a receiver appointed under any powers contained in an
instrument.

PART VII

WINDING UP

CHAPTER I.—PRELIMINARY

Modes of winding up

425.Modes of winding up.—(1) The winding up of a company may be either—

(a) by the Court; or

(b) voluntary; or

(c) subject to the supervision of the court.

(2) The provisions of this Act with respect to winding up apply, unless the contrary appears, to the winding up of a company in
any of those modes.Contributories

426.Liability as contributories of present and past members.—(1) In the event of a company being wound up, every present and
past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and
liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among
themselves, subject to the provisions of section 427 and subject also to the following qualifications, namely:—

(a) a past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the
commencement of the winding up;

(b) a past member shall not be a liable to contribute in respect of any debt or liability of the company contracted after he ceased
to be a member;

(c) no past member shall be liable to contribute unless it appears to the Court that the present members are unable to satisfy the
contributions required to be made by them in pursuance of this Act;

(d) in the case of a company limited by shares, no contribution shall be required from any past or present member exceeding the
amount if any, unpaid on the shares in respect of which he is liable as such member;

(e) in the case of company limited by guarantee no contribution shall, subjects to the provisions of sub-section (2), be required
from any past or present member exceeding the amount undertaken to be contributed by him to the assets of the company in the
event of its been wound up;

(f) nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of
individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect
of the policy or contract;

(g)a sum due to any past or present member of the company in his character as such, by way of dividends, profits or otherwise,
shall not be deemed to be a debt of the company payable to that member, in a case of competition between himself and any
other creditor who is not a past or present member of the company; but any such sum shall be taken into account for the purport
of the final adjustment of the rights of the contributories among themselves.

(2) In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable,
in addition to the amount undertaken to be contributed by him to the assets of the company in the event of its being would up, to
contribute to the extent of any sums unpaid on any shares held by him as if the company were a company limited by shares,

427.Obligations of directors, managing agents and managers whose liability is unlimited.—In the winding up of a limited
company, any director, managing agent, secretaries and treasurers or manager, whether past or present, whose liability is, under
the provisions of this Act, unlimited shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to make
a further contribution as if he were, at the commencement of the winding up, a member of an unlimited company:

Provided that—

(a) a past director, managing agent, secretaries and treasurers or manager shall not be liable to make such further contribution, if
he has ceased to hold office for a year or upwards before the commencement of the winding up;

(b) a past director, managing agent, secretaries and treasurers or manager shall not be liable to make such further contribution in
respect of any debt or liability of the company contracted after he ceased to hold office;

(c) subject to the articles of the company, a director managing agent, secretaries and treasurers or manager shall not be liable to
make such further contribution, unless the Court deems it necessary to require the contribution in order to satisfy the debts and
liabilities of the company, and the costs, charges and expenses of the winding up.

428.Definition of contributory.—The term "contributory" means every person l liable to contribute to the assets of a company in
the event of its being wound up and includes the holder of any shares which are fully paid up; and for the purposes of all
proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed
contributories, includes any person alleged to be a contributory.

429.Nature of liability of contributory.—(1) The liability of a contributory shall create a debt accruing due from him at the time
when his liability commenced, but payable at the times specified in calls made on him for enforcing the liability.

(2) No claim founded on the liability of a contributory shall be cognizable by any court of small causes sitting outside the
presidency-towns.

430.Contributories in case of death of member.—(1) If a contributory dies either before or after he has been placed on the list of
contributories, his legal representatives shall be liable in a due course of administration, to contribute to the assets of the company
in discharge of his liability, and shall be contributories accordingly.

(2) If the legal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for
administering the estate of the deceased contributory and compelling payment thereout of the money due.

(3) For the purposes of this section, where the deceased contributory was a member of a Hindu joint family governed by the
Mitakshara School of Hindu Law, his legal representatives shall be deemed to include the surviving coparceners.

431.Contributories in case of insolvency of member.—If a contributory is adjudged insolvent, either before or after he has been
placed on the list of contributories,—

(a) his assignees in insolvency shall represent him for all the purposes of the winding up, and shall be contributories accordingly,
and may be called on to admit to proof against the estate of the insolvent, or otherwise to allow to be paid out of his assets in
due course of law, any money due from the insolvent in respect of his liability to contribute to the assets of the company; and

(b) there may be proved against the estate of the insolvent the estimated value of his liability to future calls as well as calls already
made.

432.Contributories in case of winding up of a body corporate which is a member.—If a body corporate which is a contributory
is ordered to be wound up, either before or after it has been placed on the list of contributories,—

(a) the liquidator of the body corporate shall represent it for all the purposes of the winding up of the company and shall be a
contributory accordingly, and may be called on to admit to proof against the assets of the body corporate, or otherwise to allow
to be paid out of its assets in due course of law, any money due from the body corporate, in respect of its liability to contribute
to the assets of the company; and

(b) there may be proved against the assets of the body corporate the estimated value of its liability to future calls as well as calls
already made.

CHAPTER II.—WINDING UP BY THE COURT

Cases in which company may be wound up by the Court

433.Circumstances in which company may be wound up by Court.—A company may be wound up by the Court,—

(a) if the company has, by special resolution, resolved that the company be wound up by the Court;

(b) if default is made in delivering the statutory report to the Registrar or on holding the statutory meeting;

(c) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole
year;

(d) if the number of members is reduced, in the case of a public company, below seven, and in the case of a private company,
below two;

(e) if the company is unable to pay its debts;

(f) if the Court is of opinion that it is just and equitable that the company should be wound up.

434.Company when deemed unable to pay its debts.—(1) A company shall be deemed to be unable to pay its debts—

(a) if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding five hundred rupees then due,
has served on the company, by causing it to be delivered at its registered office, by registered post or otherwise, a demand under
his hand requiring the company to pay the sum so due and the company has for three weeks thereafter neglected to pay the sum,
or to secure or compound for it to the reasonable satisfaction of the creditor;

(b) if execution or other process issued on a decree or order of any Court in favour of a creditor in favour of a creditor of the
company is returned unsatisfied in whole or in part; or

(c) if it is proved to the satisfaction of the Court that the company is unable to pay its debts, and, in determining whether a
company is unable to pay its debts, the Court shall take into account the contingent and prospective liabilities of the company.

(2) The deemed referred to in clause (a) of sub-section (1) shall be deemed to have been duly given under the hand of the
creditor if it is signed by any agent or legal advisor duly authorised on his behalf, or in the case of a firm, if it is signed by any such
agent or legal adviser or by any member of the firm.

Transfer of proceedings435.Transfer of winding up proceedings to District Court.—Where a High Court makes an order for winding up a company
under this Act, the High Court may, if it thinks fit, direct all subsequent proceedings to be had in a District Court subordinate
thereto or, with the consent of any other High Court, in such High Court or in a District Court subordinate thereto; and
thereupon for the purposes of winding up the company, the court in respect of which such direction is given shall be deemed to
be "the Court" within the meaning of this Act, and shall have all the jurisdiction and powers of a High Court under this Act.

436.Withdrawal and transfer of winding up from one District Court to another.—If during the progress of a winding up in a
District Court, it appears to the High Court that the same could be more conveniently proceeded with in the High Court or in any
other District Court, the High Court may, as the case may require,—

(a) withdraw the case and proceed with the winding up itself; or

(b) transfer the case to such other District Court, whereupon the winding up shall proceed in that District Court.

437.Power of High Court to retain winding up proceedings in District Court.— The High Court may direct that a District Court
in which Proceedings for winding up a company have been commenced, shall retain and continue the proceedings, although it
may not be the Court in which they ought to have been commenced.

438.Jurisdiction of High Court under sections 435, 436 and 437 to be exercised at any time and at any state.—The High Court
shall have jurisdiction to pass orders under section 435, 436 and 437 at any time and at any stage and either on the application
of, or without application from, any of the parties to the proceedings.

Petition for winding up

439.Provisions as to applications for winding up.—(1) An application to the Court for the winding up of a company shall be by
petition presented, subject to the provisions of this section,—

(a) by the company; or

(b) by any creditor or creditors, including any contingent or prospective creditor or creditors; or

(c) by any contributory or contributories; or

(d) by all or any of the parties specified in clauses (a), (b) and (c), whether together or separately; or

(e) by the Registrar; or

(f) in a case falling under section 243, by any person authorised by the Central Government in that behalf.

(2) A secured creditor, the holder of any debentures (including debenture stock), whether or not any trustee or trustees have
been appointed in respect of such and other like debentures, and the trustee for the holders of debentures shall be deemed to be
creditors within the meaning of clause (b) of sub-section (1).

(3) A contributory shall be entitled to present a petition for winging up a company, notwithstanding that he may be the holder of
fully paid-up shares, or that the company may have no assets at all, or may have no surplus assets left for distribution among the
shareholders after the satisfaction of its liabilities.

(4) A contributory shall not be entitled to present a petition for winding up a company unless—

(a) either the number of members is reduced, in the case of a public company, below seven and in the case of a private
company, below two; or

(b) the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held
by him, and registered in his name, for at least six months during the eighteen months immediately before the commencement of
the winding up, or have devoted on him through the death of a former holder.

(5) Except in the case where he is authorised in pursuance of clause (f) of sub-section (1), the Registrar shall be entitled to
present a petition for winding up a company only on the ground specified in clauses (b), (c) and (e) of section 433;

Provided that the Registrar shall not present a petition on the ground specified in clause (e) aforesaid, unless it appears to him
either from the financial condition of the company as disclosed in its balance-sheet or from the report of an inspector appointed
under section 235, 237 that the company is unable to pay its debts;

Provided that the Registrar shall obtain the previous sanction of the Central Government to the presentation of the petition on any
of the grounds aforesaid.

(6) The Central Government shall not accord its sanction in pursuance of the foregoing proviso, unless the company, has first
been afforded an opportunity of making its representations, if any.

(7) A petition for winding up a company on the ground specified in clause (b) of section 433 shall not be presented—

(a) except by the Registrar or by a contributory; or

(b) before the expiration of fourteen days after the last day on which the statutory meeting referred to in clause (b) aforesaid
ought to have been held.

(8) Before a petition for winding up a company presented by a contingent or prospective creditor is admitted, the leave of the
Court shall be obtained for the admission of the petition and such leave shall not be granted—

(a) unless, in the opinion of the Court, there is a prima facie for winding up the company; and

(b) until such security for costs has been given as the court thinks reasonable.

440.Right to present winding up petition where company is being wound up voluntarily or subject to Courts supervision.—(1)
Where a company is being wound up voluntarily or subject to the supervision of the Court, a petition for its winding up by the
Court may be presented by—

(a) any person authorised to do so under section 439; and

(b) the Official Liquidator.

(2) The Court shall not make a winding up order on a petition presented to it under sub-section (1) unless it is satisfied that the
voluntary winding up or winding up subject to the supervision of the Court cannot be continued with due regard to the interests
of the creditors or contributories or both.

Commencement of winding up

441.Commencement of winding up by Court.—(1) Where, before the presentation of a petition for the winding up of a company
by the Court, a resolution has been passed by the company for voluntary winding up, the winding up of the company shall be
deemed to have commenced at the time of the passing of the resolution, and unless the court, on proof of fraud or mistake,
thinks fit it direct otherwise, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken.

(2) In any other case, the winding up of a company by the Court shall be deemed to commence at the time of the presentation of
the petition for the winding up.

Powers of Court

442.Power of Court to stay or restrain proceedings against company.—At any time after the presentation of a winding up
petition and before a winding up order has been made, the company, or any creditor or contributory, may—

(a) where any suit or proceeding against the company is pending in the Supreme court or in any High Court, apply to the Court
in which the suit or proceeding is pending for a stay of proceedings therein; and

(b) where any suit or proceeding is pending against the company in any other Court, apply to the Court having jurisdiction to
wind up the company, to restrain further proceedings in the suit or proceedings;

and the Court to which application is so made may stay or restrain the proceedings accordingly, on such terms as it thinks fit.

443.Powers of Court on hearing petition.—(1) On hearing a winding up petition, the Court may—

(a) dismiss it, with or without costs; or

(b) adjourn the hearing conditionally or unconditionally; or

(c) make any interim order that it thinks fit; or

(d) make an order for winding up the company with or without costs, or any other order that it thinks fit;

Provides that the Court shall not refuse to make a winding up order on the ground only that the assets of the company have been
mortgaged to an amount equal to or in excess of those assets, or that the company has not assets.

(2) Where the petition is presented on the ground that it is just and equitable that the company should be wound up, the Court
may refuse top make an order of winding up, if it is of opinion that some other remedy is available to the petitioners and that they
are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.

(3) Where the petition is presented on the ground of default in delivering the statutory report to the Registrar, or in holding the
statutory meeting, the Court may—

(a) instead of making a winding up order, direct that the statutory report shall be delivered or the a meeting shall be held; and

(b) order the costs to be paid by any persons who, in the opinion of the Court are responsible for the default.

Consequences of winding up order

444.Order for winding up to be communicated to Official Liquidator.— Where the Court makes an order for the winding up of
a company, the Court shall forthwith cause intimation thereof to be sent to the Official Liquidator.

445.Copy of winding up order to be filed with Registrar.—(1) On the making of a winding up order, it shall be the duty of the
petitioner in the winding up proceedings and of the company to file with the Registrar a certified copy of the order, within one
month from the date of the making of the order.

If default is made in complying with the foregoing provision, the petitioner, or as the case may require, the company, and every
officer of the company who is in default, shall be punishable with fine which may extend to one hundred rupees for each day
during which the default continues,

(2) On the filing of a certified copy of the winding up order, the Registrar shall make a minute thereof in his books relating to the
company, and shall notify in the Official Gazette that such an order has been made.

(3) Such order shall be deemed to be notice of discharge to the officers and employees of the company, except when the
business of the company is continued.

446.Suits stayed on winding up order.—(1) When a winding up order has been made or the Official Liquidator has been
appointed as provisional liquidator, no suit or other legal proceeding shall be commenced, or if pending at the date of the winding
up order, shall be proceed with, against the company, except by leave of the Court and subject to such terms as the Court may
impose.

(2) The Court which is winding up the company shall, notwithstanding anything contained in any other law for the time being in
force, have jurisdiction to entertain, or dispose of, any suit or proceeding by or against the company.

(3) Any suit or proceeding by or against the company which is pending in any court other than that in which the winding up of the
company is proceeding may, notwithstanding anything contained in any other law for the time being in force, be transferred to
and disposed of by that Court.

447.Effect of winding up order.—An order for winding up a company shall operate in favour of all the creditors and of all the
contributories of the company as if it had been made on the joint petition of a creditor and of a contributory.

Official Liquidators448.Appointment of Official Liquidator.—(1) For the purposes of this Act, so far as it relates to the winding up of companies by
the Court,—

(a) there shall be attached to each High Court, an Official Liquidator appointed by the Central Government, who shall be a
whole-tine officer, unless the Central Government considers that there will not be sufficient work for a whole-time officer in
which case a part-time officer may be appointed; and

(b) the Official Receiver attached to a District Court for insolvency purposes, or if there is no such Official Receiver, then, such
person as the Central Government may, by notification in the Official Gazette appoint for the purpose, shall be the Official
Liquidator attached to the District Court.
(2) All references to the "Official Liquidator" in this Act shall be construed as references to the Official Liquidator referred to in
clause (a) or clause (b), as the case may be, of sub-section (1).

449.Official Liquidator to be liquidator.—On a winding up order being made in respect of a company, the Official Liquidator
shall, by virtue of his office, become the liquidator of the company.

450.Appointment and powers of provisional liquidator.—(1) At any time after the presentation of a winding up petition and
before the making of a winding up order, the Court, may appoint the Official Liquidator to be liquidator provisionally.

(2) Before appointing a provisional liquidator, the Court shall give notice to the company and give a reasonable opportunity to it
make its representations, if any, unless, for special reasons to be recorded in writing, the Court thinks fit to dispense with such
notice.

(3) Where a provisional liquidator is appointed by the Court, the Court may limit and restrict his powers by the order appointing
him or by a subsequent order; but otherwise he shall have the same powers as a liquidator.

(4) The Official Liquidator shall cease to hold office as provisional liquidator, and shall become the liquidator, of the company,
on a winding up order being made.

451.General provisions as to liquidators.—(1) The liquidator shall conduct the proceedings in winding up the company and
perform such duties in reference thereto as the Court may impose.

(2) Where the Official Liquidator becomes or acts as liquidator, there shall be paid to the Central Government out of the assets
of the company such fees as may be prescribed.

(3) The acts of a liquidator shall be valid, notwithstanding any defect that may afterwards be discovered in his appointment or
qualification:

Provided that nothing in this sub-section shall be deemed to give validity to acts done by a liquidator after his appointment has
been shown to be invalid.

452.Style, etc., of liquidator.— A liquidator shall be described by the style of "The Official Liquidator" of the particular company
in respect of which he acts, and not by his individual name.

453.Receiver not to be appointed of assets with liquidator.— A receiver shall not be appointed of assets in the hands of a
liquidator except by, or with the leave of, the Court.

454.Statement of affairs to be made to Official Liquidator.— (1) Where the Court has made a winding up order or appointed
the Official Liquidator as provisional liquidator, unless the Court in its discretion otherwise orders, there shall be made out and
submitted to the Official Liquidator a statement as to the affairs of the company in the prescribed form, verified by an affidavit,
and containing the following particulars, namely:—

(a) the assets of the company, stating separately the cash balance in hand at the bank, if any, and the negotiable securities, if any,
held by the company;

(b) its debts and liabilities;

(c) the names, residences and occupations of its creditors, stating separately the amount of secured and unsecured debts; and in
the case of secured debts, particulars of the securities given, whether by the company or an officer thereof, their value and the
dates on which they were given;

(d) the debts due to the company and the names, residences and occupations of the persons from whom they are due and the
amount likely to be realised on account thereof;

(e) such further or other information as may be prescribed, or as the Official Liquidator may require.

(2) The statement shall be submitted and verified by one or more of the persons who are at the relevant date the directors and by
the person who is at that date the manager, secretary or other chief officer of the company, or by such of the persons hereinafter
in this sub-section mentioned, as the Official Liquidator, subject to the direction of the Court, may require to submit and very the
statement, that is to say, persons—

(a) whoa re or have been officers of the company;

(b) who have taken part in the formation of the company at any time within one year before the relevant date;

(c) who are in the employment of the company, or have been in the employment of the company within the said year and are, in
the opinion of the Official Liquidator, capable of giving the information required;

(d) who are or have been within the said year officers of, or in the employment of, a company which is, or within the said year
was, an officer of the company to which the statement relates.

(3) The statement shall be submitted within twenty-one days from the relevant date, or within such extended time not exceeding
three months from that date as the Official Liquidator or of the Court may, for special reasons, appoint.

(4) Any person making, or occurring in making the statement and affidavit required by this section shall be allowed, and shall be
paid by the Official Liquidator or provisional liquidator, as the case may be, out of the assets of the company, such costs and
expenses incurred in and about the preparation and making of the statement and affidavit as the Official Liquidator may consider
reasonable, subject to an appeal to the Court.

(5) If any person, without reasonable excuse, makes, default in complying with any of the requirements of this section, he shall be
punishable with fine which may extend to one hundred rupees for every day during which the default continues.

(6) Any person stating himself in writing to be a creditor or contributory of the company shall be entitled, by himself or by his
agent, at all reasonable times, on payment of the prescribed fees, to inspect the statement submitted in pursuance of this section,
and to a copy thereof or extract therefrom.

(7) Any person untruthfully so stating himself to be a creditor or contributory shall be guilty of an offence under section 182 of
the Indian Penal Code (Act 45 of 1860); and shall, on the application of the Official Liquidator, be punishable accordingly.

(8) In this section, the expression "the relevant date" means, in a case where a provisional liquidator is appointed, the date of his
appointment, and in a case where no such appointment is made, the date of winding up order.

455.Report by Official Liquidator.—(1) In a case where a winding up order is made, the Official Liquidator shall, as soon as
practicable after receipt of the statement to be submitted under section 454 and not later than six months from the date of the
order, or in a case where the Court orders that no statement need be submitted, as soon as practicable after the date of the
order, submit a preliminary report to the Court—

(a) to the amount of capital issued, subscribed, and said up, and the estimated amount of assets and liabilities, giving separately,
under the heading of assets, particulars of (i) cash and negotiable securities; (ii) debts due from contributories; (iii) debts due to
the company and securities, if any, available in respect thereof; (iv) movable and immovable properties belonging to the
company; and (v) unpaid calls;

(b) if the company has failed, as to the causes of the failure; and 

(c) whether, in his opinion, further inquiry is desirable as to any matter relating to the promotion, formation, or failure of the
company, or the conduct of the business thereof.

(2) The Official Liquidator may also, if he thinks fit, make a further report, or further reports, stating the manner in which the
company was promoted or formed and whether in his opinion and fraud has been committed by any person in its promotion or
formation, or by any officer of the company in relation to the company since the formation thereof, and any other matters which,
in his opinion, it is desirable to bring to the notice of the Court.

(3) If the Official Liquidator states in any such further report that in his opinion a fraud has been committed as aforesaid, the
Court shall have the further powers provided in section 478.

456.Custody of companys property.— (1) Where a winding up order has been made or where a provisional liquidator has been
appointed, the liquidator shall take into his custody or under his control, all the property effects and actionable claims to which
the company is or appears to be entitled.

(2)All the property and effects of the company shall be deemed to be in the custody of the Court as from the date of the order
for the winding up of the company.

457.Powers of liquidator.— (1) The liquidator in a winding up by the Court shall have power, with the sanction of the Court,—

(a) to institute or defend any suit, prosecution, or other legal proceeding, civil or criminal in the name and on behalf of the
company;

(b) to carry on the business of the company so far as may be necessary for the beneficial winding up of the company.

(c) to sell the immovable and movable property and actionable claims of the company by public auction or private contract, with
power to transfer the whole thereof to any person or body corporate, or to sell the same in parcels;

(d) to raise on the security of the assets of the company any money requisite;

(e) to do all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

(2) The liquidator in a winding up by the Court shall have power—

(i) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that
purpose to use, when necessary, the company's seal;

(ii) to prove, rank and claim in the insolvency of any contributory, for any balance against his estate, and to receive dividends in
the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate
creditors;

(iii) to draw, accept, make and endorse any bill of exchange, hundi or promissory note in the name and on behalf of the
company, with the same effect with respect to the liability of the company as if the bill, hundi, or note had been drawn, accepted,
made or indorsed by or on behalf of the company in the course of its business;

(iv) to take out, in his official name, letters of administration to any deceased contributory, and to do in his official name any other
act necessary for obtaining payment of any money due from a contributory or his estate which cannot be conveniently done in the
name of the company, and in all such cases, the money due shall, for the purpose of enabling the liquidator to take out the letters
of administration or recover the money, be deemed to be due to the liquidator himself;

Provided that nothing herein empowered shall be deemed to affect the rights, duties and privileges of any Administrator General;

(v) to appoint an agent to do any business in which the liquidator is unable to do himself.

(3) The exercise by the liquidator in a winding up by the Court of the powers conferred by this section shall be subject to the
control of the Court; and any creditor or contributory may apply to the Court with respect to the exercise or proposed exercise
of any of the powers conferred by this section.

458.Discretion of liquidator.— The Court may, by order, provide that the liquidator may exercise any of the powers referred to
in sub-section (1) of section 457 without sanction or intervention of the Court;

Provided always that the exercise by the liquidator of such powers shall be subject to the control of the Court.

459.Provision for legal assistance to liquidator.— The liquidator may, with the sanction of the Court, appoint an advocate,
attorney or pleader entitled to appear before the Court to assist him in the performance of his duties.

460.Exercise and control of liquidators powers.— (1) Subject to the provisions of this Act, the liquidator shall, in the
administration of the assets of the company and the distribution thereof among its creditors, have regard to any directions which
may be given by resolution of the creditors or contributories at any general meeting or by the committee of inspection.

(2) Any directions given by the creditors or contributories at any general meeting shall, in case of conflict, be deemed to override
any directions given by the committee of inspection.

(3) The liquidator—

(a) may summon general meetings of the creditors or contributories, whenever he thinks fit, for the purposes of ascertaining their
wishes;

(b) shall summon such meetings at such times as the creditors or contributories, as the case may be, may, by resolution, direct, or
whenever requested in writing to do so by not less than one-tenth in value of the creditors or contributories, as the case may be.

(4) The liquidator may apply to the Court in the manner prescribed, if any, for directions in relation to any particular matter
arising in the winding up.

(5) Subject to the provisions of this Act, the liquidator shall use his own discretion in the administration of the assets of the
company and the distribution thereof among the creditors.

(6) Any person aggrieved by any act or decision of the liquidator may apply to the Court, and the Court may confirm, reverse or
modify the act or decision complained of, and make such further order as it thinks just in the circumstances.

461.Books to be kept by liquidator.—(1) The liquidator shall keep, in the manner prescribed, proper books in which he shall
cause entries or minutes to be made of proceedings at meetings and of such other matters as may be prescribed.

(2) Any creditor or contributory may, subject to the control of the Court, inspect any such books, personally or by his agent.

462.Audit of liquidators accounts.—(1) The liquidator, shall, at such times as may be prescribed but not less than twice in each
year during his tenure of office, present to the Court an account of his receipts and payments as liquidator.

(2) The account shall be in the prescribed form, shall be made in duplicate, and shall be verified by a declaration in the
prescribed form.

(3) The Court shall cause the account to be audited in such manner as it thinks fit; and for the purpose of the audit, the liquidator
shall furnish the Court with such vouchers and information as the Court may require and the Court may, at any time, require the
production of, and inspect, any books or accounts kept by the liquidator.

(4) When the account has been audited, one copy thereof shall be filed and kept by the Court, and the other copy shall be
delivered to the Registrar for filing; and each copy shall be open to the inspection of any creditor, contributory or person
interested.

(5) The liquidator shall cause the account when audited or a summary thereof to be printed, and shall send a printed copy of the
account or summary by post to every creditor and to every contributory;

Provided that the Court may in any case dispense with compliance with this sub-section.

463.Control of Central Government over liquidators.—(1) The Central Government shall take cognisance of the conduct of
liquidators of companies which are being wound up by the Court and, if a liquidator does not faithfully perform his duties and
duly observe all the requirements imposed on him by this Act, the rules thereunder, or otherwise, with respect to the
performance of his duties, or if any complaint is made to the Central Government by any creditor or contributory in regard
thereto, the Central Government shall inquire into the matter, and take such action thereon as it may think expedient.

(2) The Central Government may at any time require any liquidator of a company which is being wound up by the Court to
answer any inquiry in relation to any winding up in which he is engaged, and may, if the Central Government thinks fit, apply to
the Court to examine him or any other person on oath concerning the winding up.

(3) The Central Government may also direct a local investigation to be made of the books and vouchers of the liquidators.Committee of inspection.

464.Appointment and composition of committee of inspection.— (1) The liquidator shall, within two months from the date of the
order for the winding up of a company, convene a meeting of its creditors (as ascertained from its books and documents) for the
purpose of determining whether or not a committee of inspection shall be appointed to act with the liquidator, and who are to be
members of the committee, if one is appointed.

(2) The liquidator shall, within fourteen days from the date of the creditors meeting or such further time as the Court in its
discretion may grant for the purpose, convene a meeting of the contributories to consider the decision of the creditors' meeting
and to express the views of the contributories on the matter specified in subsection (1); and it shall be open to the meeting to
accept the decision of the creditors' meeting with or without modification or to reject it.

(3) Except in the case where the meeting of the contributories accepts the decision of the creditors' meeting in its entirety, it shall
be the duty of the liquidator to apply to the Court for directions as to whether there shall be a committee of inspection; and, if so,
what the composition of the committee shall be, and who shall be members thereof.

465.Constitution and proceedings of committee of inspection.— (1) A committee of inspection appointed in pursuance of
section 464 shall consist of not more than twelve members, being creditors and contributories of the company or persons holding
general or special powers of attorney from creditors and contributories, in such proportions as may be agreed on by the
meetings of creditors and contributories, or in case of difference of opinion between the meetings, as may be determined by the
Court.

(2) The committee of inspection shall have the right to inspect the accounts of the liquidator at all reasonable times.

(3) The committee shall meet at such times at it may from time to time appoint, and failing such appointment, at least once a
month, and the liquidator or any member of the committee may also call a meeting of the committee as and when he thinks
necessary.

(4) The quorum for a meeting of the committee shall be one-third of the total number of the members, or two, whichever is
higher.

(5) The committee may act by a majority of its members present at a meeting, but shall not act unless a quorum is present.

(6) A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

(7) If a member of the committee is adjudged an insolvent, or compounds or arranges with his creditors, or is absent from five
consecutive meetings of the committee without the leave of those members who, together with himself, represent the creditors or
contributories, as the case may be, his office shall become vacant.

(8) A member of the committee may be removed at a meeting of creditor if he represents creditors, or at a meeting of
contributories if he represents contributories, by an ordinary resolution of which seven days' notice has been given, stating the
object of the meeting.

(9) On a vacancy occurring in the committee, the liquidator shall forthwith summon a meeting of creditors or of contributories, as
the case may require, to fill the vacancy; and the meeting may, by resolution, re-appoint the same, or appoint another, creditor or
contributory to fill the vacancy:

Provided that if the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for the
vacancy to be filled, he may apply to the Court and the Court may make an order that the Vacancy shall not be filled, or shall not
be filled except in such circumstances as may be specified in the order.

(10) The continuing members of the committee, if not less than two, may act notwithstanding and vacancy in the committee.

General powers of Court in case of winding up by Court.

466.Power of Court to stay winding up.— (1) The Court may at any time after making a winding up order, on the application
either of the Official Liquidator or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings
in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether for a limited time, on
such terms and conditions as the Court thinks fit.

(2) On any application under this section, the Court may, before making an order, require the Official Liquidator to furnish to the
Court a report with respect to any facts or matters which are in his opinion relevant to the application.

(3) A copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be
prescribed, to the Registrar, who shall make a minute of the order in his books relating to the company.

467.Settlement of list of contributories and application of assets.— (1) As soon as may be after making a winding up order, the
Court shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required
in pursuance of this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities:

Provided that, where it appears to the Court that it will not be necessary to make calls on, or adjust the rights of, contributories,
the Court may dispense with the settlement of a list of contributories.

(2) In settling the list of contributories, the Court shall distinguish between those who are contributories in their own right and
those who are contributories as being representatives of, or liable for the debts of, others.

468.Delivery of property to liquidator.— The Court may, at any time after making a winding up order, require any contributory
for the time being on the list of contributories, and any trustee, receiver, banker, agent, or officer of the company, to pay, deliver,
surrender or transfer forthwith, or within such time as the Court directs, to the liquidator, any money, property or books and
papers in his hands to which the company is prima facie entitled.

469.Payment of debts due by contributory and extent of set-off.— (1) The Court may, at any time after making a winding up
order, make an order on any contributory for time being on the list of contributories to pay, in the manner directed by the order,
any money due to the company, from his 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 Court, in making such an order, may—

(a) in the case of an unlimited company, allow to the contributory, by way of set-off 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
member of the company in respect of any dividend or profit; and 

(b) in the case of a limited company, make to any director, managing agent, secretaries and treasurers manager whose liability is
unlimited, or to his estate, the like allowance.

(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.

470.Power of Court to make calls.—(1) The Court may, at any time after making a winding up order, and either before or after
it has ascertained the sufficiency of the assets of the company,—

(a) make calls on all or any of the contributories for the time being on the list of the contributories, to the extent of their liability,
for payment of any money which the Court considers necessary to satisfy the debts and liabilities of the company, and the costs,
charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves; and

(b) make an order for payment of any calls so made.

(2) In making a call, the Court may take into consideration the probability that some of the contributories may, partly or wholly,
fail to pay the call.

471.Payment into bank of moneys due to company.— (1) The Court may order any contributory, purchaser or other person
from whom any money is due to the company to pay the money into the public account of India in the Reserve Bank of India
instate of to the liquidator.

(2) Any such order may be enforced in the same manner as if the Court had directed payment to the liquidator.

472.Moneys and securities paid into Bank to be subject to order of Court.— All moneys, bills, hundis, notes and other securities
paid or delivered into the Reserve Bank of India in the course of the winding up of a company by the Court, shall be subject in
all respects to the orders of the Court.

473.Order on contributory to be conclusive evidence.—(1) An order made by the Court on a contributory shall, subject to any
right of appeal, be conclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid is due.

(2) All other pertinent matters stated in the order shall be taken to be truly stated as against all persons and in all proceedings
whatsoever.

474.Power to exclude creditors not proving in time.— The Court may fix a time or times within which creditors are to prove
their debts or claims, or to be excluded from the benefit of any distribution made before those debts or claims are proved.

475.Adjustment of rights of contributories.— The Court shall adjust the rights of the contributories among themselves, and
distribute any surplus among the persons entitled thereto.

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