Companies Act Section 468 — Powers of Central Government to make rules relating to winding up

CHAPTER XXIX MISCELLANEOUS

Commercial / Corporate

Summary

Sub-section (1) gives the Central Government the power to create rules for all matters related to the winding up of companies that this Act says must be prescribed. These rules must be consistent with the Code of Civil Procedure, 1908. The government may also make rules for any other related matters that need to be prescribed.

Sub-section (2) lists specific matters that these rules may cover, without limiting the general power given in sub-section (1). Under clause (i), the rules may set out the procedure for winding up proceedings before the Tribunal. Under clause (ii), the rules may provide for holding meetings of creditors and members in connection with proceedings under section 230. Under clause (iii), the rules may help give effect to the Act's provisions on reducing capital. Under clause (iv), the rules may cover all applications to be made to the Tribunal under the Act. Under clause (v), the rules may address holding and conducting meetings to find out the wishes of creditors and contributories. Under clause (vi), the rules may cover settling lists of contributories, rectifying the register of members when needed, and collecting and applying the company's assets. Under clause (vii), the rules may deal with the payment, delivery, conveyance, surrender, or transfer of money, property, books, or papers to the liquidator. Under clause (viii), the rules may provide for making calls. Under clause (ix), the rules may fix a time within which debts and claims must be proved.

Sub-section (3) states that any rules made by the Supreme Court on these matters before this Act came into force, and still in force at that time, will continue to apply until the Central Government makes new rules. In those old rules, any reference to the High Court in relation to winding up of a company should be read as a reference to the Tribunal.

Official Text

(1) The Central Government shall, make rules consistent with the Code of Civil Procedure, 1908 (5 of 1908) providing for all matters relating to the winding up of companies, which by this Act, are to be prescribed, and may make rules providing for all such matters, as may be prescribed. 1[

(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:—

(i) as to the mode of proceedings to be held for winding up of a company by the Tribunal under this Act;

(ii) for the holding of meetings of creditors and members in connection with proceedings under section 230;

(iii) for giving effect to the provisions of this Act as to the reduction of the capital;

(iv) generally for all applications to be made to the Tribunal under the provisions of this Act;

(v) the holding and conducting of meetings to ascertain the wishes of creditors and contributories;

(vi) the settling of lists of contributories and the rectifying of the register of members where required, and collecting and applying the assets;

(vii) the payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;

(viii) the making of calls; and

(ix) the fixing of a time within which debts and claims shall be proved.]

(3) All rules made by the Supreme Court on the matters referred to in this section as it stood immediately before the commencement of this Act and in force at such commencement, shall continue to be in force, till such time the rules are made by the Central Government and any reference to the High Court in relation to winding up of a company in such rules shall be construed as a reference to the Tribunal.