COMPANIES
RULES-2006
Rules, 1959
[GSR
950, dated
1. Short
title and commencement.
3. Proceedings
to be neat and legible.
6. Practice
and procedure of the Court and provisions of the Code to apply.
7. Power of
Court to enlarge or abridge time.
12. Matters to be heard in open Court and in Chambers.
14. Serial number of proceedings.
16. Inspection and copies of proceedings.
19. Form
of Judge’s summons and service thereof.
21. Affidavit verifying petition.
24. Advertisement of petition.
25. Contents of advertisement.
27. Notice of petition and time of service.
29. Petitioner to effect service.
31. Procedure on default of compliance as regards advertisement
and service of notice.
32. Mode of service and service when deemed to be effected.
33. Validity of service and of proceedings.
34. Notice to be given by persons intending to appear at the
hearing of petition.
35. List of persons intending to appear, to be filed.
36. Procedure at hearing of petition.
Part II
Proceedings in matters other than
winding-up
CONFIRMATION OF ALTERATION OF
MEMORANDUM OF A COMPANY
[Sections 17 to 19]
38. Form of petition under section 17 and summons for directions.
39. Directions at hearing of summons.
40. Notice to Registrar of Companies and Central Government.
41. Procedure where creditors are entitled to object.
42. Order confirming alteration.
Confirmation of alteration in the constitution of a company
43. Petition under section 579.
[Section 79]
44. Petition for sanctioning the issue of shares at a discount.
45. Order sanctioning issue to be delivered to Registrar of
Companies.
[Sections 100 to 105]
46. Form of petition for reduction of share capital and summons
for directions.
47. Procedure on hearing of summons.
48. Directions at the hearing of summons.
50. Affidavit verifying list of creditors.
51. Inspection of list of creditors.
53. Advertisement of petition and list of creditors.
55. Affidavit by company as to the result of rules 52 and 53.
56. Procedure where claim is not admitted, and proof of debt.
58. Certificate by the Judge as to creditors.
60. Who may appear and oppose.
64. Advertisement of reasons for reduction of capital.
65. Form of minute and notice of registration.
Variation
of rights of any class of shareholders
[Section 107]
66. Petition to cancel variation of rights.
67. Summons for directions to convene a meeting.
69. Directions at hearing of summons.
72. Application to vacate or vary order of stay.
74. Advertisement of the notice of meeting.
75. Copy of compromise or arrangement to be furnished by the
company.
77. Result of the meeting to be decided by poll.
78. Report of the result of the meeting.
79. Petition for confirming compromise or arrangement.
80. Date and notice of hearing.
82. Application for directions under section 394.
83. Directions at hearing of application.
85. Compromise or arrangement involving reduction of capital.
86. Report on working of compromise or arrangement.
Relief
in case of oppression or mismanagement
[Sections 397 to 407]
88. Petition under section 397 or 398.
89. Notice to Central Government.
90. Order involving reduction of capital or alteration of
memorandum.
91. Application under section 407(1)(b) for leave to act as
managing director, etc.
RESTORATION OF THE NAME OF A COMPANY TO THE REGISTER
OF COMPANIES
[Section 560(6)]
92. Notice to Registrar of Companies.
93. Delivery of order and advertisement thereof.
94. Registrar’s costs of petition.
Part III
Winding
Up
Winding
up by Court
Winding-up petition and its
hearing
96. Admission of petition and directions as to advertisement.
97. Petition by a contingent or prospective creditor.
98. Copy of petition to be furnished.
99. Advertisement of petition.
100. Application for leave to withdraw petition.
101. Substitution of creditor or contributory for original
petitioner.
102. Procedure on substitution.
105. Stay of suit or proceeding pending petition.
106. Appointment of Provisional Liquidator.
107. Rules applicable to Provisional Liquidator.
108. Costs, etc., of Provisional Liquidator.
109. Notice to Official Liquidator of order.
110. Contents of winding-up order and order appointing Provisional
Liquidator.
111. Order to be sent to Official Liquidator and form of order.
112. Directions on making the winding-up order.
113. Advertisement of the order.
114. Official Liquidator to take charge of assets and books and
papers of company.
115. Form of proceedings after winding-up order is made.
116. Application for stay of winding-up proceedings.
Applications
under section 446.
117. Application for leave to commence or continue suit or
proceeding.
118. Application for transfer of suit or proceeding.
119. Application for transfer.
120. Transmission of records upon transfer of proceedings.
121. Proceedings to be re-numbered.
122. Notice
to Official Liquidator.
123. Official Liquidator of Transferee Court to be Liquidator.
124. Notice to submit statement.
125. Application by Official Liquidator under section 454(2).
126. Preparation of statement of affairs.
128. Extension of time for submitting statement.
129. Expenses of preparing the statement.
130. Officers of company to attend and give information.
131. Duty of person making or concurring in statement.
132. Default in complying with section 454.
133. Dispensing with statement of affairs.
134. Liquidator in voluntary winding-up or winding-up subject to
supervision, to submit statement.
Reports
by official liquidator under section 455 and summons for directions
135. Preliminary report by Official Liquidator.
136. Inspection of statement and preliminary report.
137. Further Report by Official Liquidator.
138. Consideration of report by Court.
139. Summons for directions to be taken out by Official Liquidator.
140. First meeting of creditors and contributories.
141. Official Liquidator to report result of meeting and apply for
directions.
142. Application for order not to fill vacancy in Committee.
143. Liquidator and members of the Committee dealing with company’s
assets.
144. Committee of Inspection not to make profit.
145. Costs of obtaining sanction of Court.
146. Order sanctioning payment to Committee.
147. Fixing a date for proving debts.
150. Mode of
proof and verification thereof.
153. Production
of bills of exchange and promissory notes.
158. Proof of
debt payable at a future time.
160. Official
Liquidator’s right to summon any person in connection with the investigation.
163. Acceptance or rejection of proof to be communicated.
165. Procedure where creditor appeals.
166. Official Liquidator not to be personally liable for costs.
167. Proofs and list of creditors to be filed in Court.
168. List of creditors not to be varied.
169. Notice of filing the list and inspection of the same.
170. Procedure in the District Court regarding proof of claims.
171. List of proofs and summons for directions.
172. Direction at hearing of summons.
173. Notice to be given to creditors.
174. Settlement of list of creditors.
175. Inspection of the list of creditors and the proofs filed.
177. Procedure on failure to prove the debt within the time fixed.
178. Right of creditor who has not proved debt before declaration of
dividend.
179. Payment of subsequent interest.
Settlement
of the list of contributories in a winding-up by the Court
180. Provisional list of contributories.
181. Notice to be given of date of settlement of list.
183. Certificate of final settlement to be filed in Court.
184. Notice of settlement to contributories.
185. Supplemental list of contributories.
187. Application by Official Liquidator for rectification of list.
188. Application by contributory to vary the list.
189. Official Liquidator not to be personally liable for costs.
190. Settlement of the list of contributories in District Courts.
191. Notice to be given of date of settlement.
193. Supplemental list of contributories.
194. Application for rectification of list.
195. List of contributories consisting of past members.
196. List of contributories under section 104(1)(b).
General
meetings of creditors and contributories in a winding-up by Court and of
creditors in a creditors’ voluntary winding-up
197. ‘Court meetings’, ‘Liquidator’s meetings’ and ‘voluntary
Liquidation meetings’.
198. Application of Rules to meetings.
200. Place and time of meeting.
201. Notice of first or other meeting to officers of company.
203. Costs of calling meetings at instance of creditor or
contributory.
205. Resolution at creditors’ meeting.
206. Resolution at contributories’ meeting.
207. Copies of resolutions to be filed.
208. Non-receipt of notice by a creditor or contributory.
211. Procedure in the absence of quorum.
213. Cases to which creditors may not vote.
214. When secured creditor can vote.
215. Effect of voting by a secured creditor.
216. Procedure when secured creditor votes without surrendering
security.
217. Admission or rejection of proofs for purposes of voting.
219. Report of Court meetings.
Proxies
in relation to a winding-up by court and to
meetings of creditors in a creditors ’ voluntary winding-up
222. Proxies to Liquidator or Chairman.
223. Use of proxies by deputy.
224. Forms to be sent with notice.
226. Holder of proxy not to vote on matter in which he is financially
interested.
227. Minor not to be appointed proxy.
228. Filling in proxy where creditor or contributory is blind or
incapable.
229. Proxy of person not acquainted with English.
Attendance
and appearance of creditors and contributories
230. Attendance at proceedings.
231. Representation of creditors and contributories before Court.
Collection
and distribution of assets in a winding-up by court
232. Powers of Official Liquidator.
233. Official Liquidator to be in the position of a Receiver.
234. Company’s property to be surrendered to Official Liquidator on
requisition.
Calls
in a winding-up by the court
235. Calls by the Official Liquidator.
236. Official Liquidator to realise uncalled capital.
237. Application for leave to make call.
239. Order granting leave to make a call and document making the
call.
240. Service of notice of call.
241. Order for payment of call.
242. Other moneys due by contributories.
Examination
under sections 477 and 478
243. Application for examination under section 477.
244. Directions at hearing of summons.
245. Examination on commission or by interrogatories.
247. Conduct of the examination.
249. Order for public examination under section 478.
250. Notice of public examination.
251. Adjournment of public examination to Court.
254. Shorthand notes of examination under sections 477 and 478.
255. Application under section 478(7)(a).
256. Default in attending examination under section 477 or 478.
257. Prison to which person arrested on warrant is to be taken.
258. Execution of warrant of arrest outside ordinary jurisdiction of
Court.
259. Public examination under section 519.
Applications
against delinquent directors, promoters and officers of the company
260. Applications under section 542 or 543.
261. Directions at preliminary hearing of summons.
262. Liberty to apply for further directions.
Disclaimer
263. Application for disclaimer.
264. Preliminary hearing of the summons.
265. Claimant to furnish statement of his interest.
267. Order granting leave to disclaim.
268. Disclaimer to be filed in Court.
269. Vesting of disclaimed property.
Compromise
or abandonment of claims
270. No claim to be compromised or abandoned without sanction of
Court.
271. Application for sanction of compromise.
Sales
by the official liquidator
272. Sale to be subject to sanction and to confirmation by Court.
Dividends
and returns of capital in a winding-up by Court
275. Declaration of dividend or return of capital.
277. Form of authority to pay dividend.
278. Transmission of dividends by post.
279. Form of order directing return of capital.
280. Payment of dividend or return of capital due to a deceased
creditor or contributory.
Termination
of winding-up
281. Official Liquidator to apply for dissolution.
282. Dissolution of the company.
283. Liquidator to pay the balance into public account.
284. Conclusion of winding-up.
285. Application to declare dissolution void.
Registers
and books of account of the official liquidator
286. Registers and Books to be maintained by the Official Liquidator.
Banking
account of the official liquidator
287. All moneys to be paid into the Reserve Bank.
288. Bills, cheques and securities to be deposited into Bank.
289. Payments into Bank under section 471.
290. Official Liquidator’s Dividend Account.
291. Fees to be credited to Central Government.
292. Where the company has no available assets.
294. Official Liquidator to examine the accounts for purposes of
investment.
295. Investments to be made by the Bank.
296. Dividend and interest to be credited.
Filing
and audit of the official liquidator’s accounts
298. Half-yearly accounts to be filed.
301. Registrar to send copy of account to the auditor.
302. Audit of the Official Liquidator’s accounts.
303. Audit certificate to be filed.
305. Inspection of the account and certificate of audit.
306. Account and auditor’s report to be placed before Judge.
307. Legal assistance for the Official Liquidator.
308. Employment of additional or special staff.
309. Apportionment of expenses of common staff.
310. Applications under section 463(2) and section 545(3).
311. Annual statement by the Official Liquidator under section 551.
Voluntary
winding-up and winding-up subject to supervision
313. Declaration of solvency in a members’ voluntary winding-up.
314. Statement to be laid before meeting of creditors under section
495(1).
Liquidator
in voluntary winding-up
315. Notice of appointment of liquidator.
316. Order for winding-up subject to supervision.
317. Security by liquidator appointed by Court.
318. Limit of remuneration of liquidator.
319. Restriction on purchase of goods by liquidator.
320. Office of liquidator vacated by his insolvency.
321. Resignation of liquidator.
322. Duty of liquidator upon resignation.
323. Books to be kept by the liquidator.
324. Banking account of the liquidator.
325. Bills, cheques and securities to be deposited in Bank.
326. Investment of surplus funds.
327. Liquidator’s statements under section 551.
328. Annual statement under sections 496(1)(b) and 508(1)(b).
329. Notice convening final meeting and the account to be laid before
the meeting.
331. Returns to Registrar of Companies.
332. Inspection by creditor or contributory of statements filed by
liquidator.
333. Audit of the liquidator’s accounts.
334. Applications under section 518.
Payment of unclaimed dividends and undistributed
assets
into the companies liquidation account, in a winding-up
335. Statement to accompany payment.
336. Unclaimed dividends or undistributed assets under investment.
337. Application by person for payment of money paid into the
Companies Liquidation Account.
338. Costs and expenses payable out of the assets in a winding-up by
the Court.
Part IV
Costs and
taxation of costs
339. Taxation of
costs in Bombay, Calcutta and Madras.
340. Registrar to
be Taxing Officer.
341. Costs in the
discretion of the Court.
342. Costs to be
taxed in accordance with the practice and procedure of the Court.
343. All proper
charges to be allowed.
344. Contents of
bill of costs.
347. Bill of
costs by advocate or other person employed by Official Liquidator.
348. Scale of
advocate’s fees.
349. Fees in
misfeasance proceedings.
350. Fees when
proceeding is compromised.
351. Fees to more
than one advocate.
352. Costs of
parties having common interest.
353. Court’s
power to fix a fee.
354. Reference to
Judge in Chambers.
356. Taxation
between advocate and client.
Part V
Miscellaneous