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AMENDMENTS TO THE COMPANIES ACT, 2013 (18 OF 2013)

SCH 11 - Act - Schedules - Insolvency and Bankruptcy Code, 2016 - SCH 11 - THE ELEVENTH SCHEDULE (See section 255) 1. In section 2,- (a) for clause (23), the following clause shall be substituted, namely: - "(23) "Company Liquidator" means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act"; (b) after clause (94), the following clause shall be inserted, namely:- "(94 .....

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ble, within the meaning of sub-section (2) of section 271, to pay the amount of his debt or claim,", the words and figures "commits a default, within the meaning of section 6 of the Insolvency and Bankruptcy Code, 2016, in respect of the amount of his debt or claim," shall be substituted. 4. In section 77, in sub-section (3), after the words "the liquidator", the words and figures "appointed under this Act or the Insolvency and Bankruptcy Code, 2016, as the case may .....

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quot;liquidator", the words and figures "appointed under this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may be," shall be inserted; (b) in sub-section (6), after the word "on the liquidator", the words and figures "appointed under this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may be," shall be inserted; 8. In section 249, in sub-section (1), for clause (e), the following clause shall be substituted, namely:- &q .....

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p by Tribunal-A company may, on a petition under section 272, be wound up by the Tribunal,- (a) if the company has, by special resolution, resolved that the company be wound up by the Tribunal; (b) if the company has acted against the interests of the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality; (c) if on an application made by the Registrar or any other person authorised by the Central Government by not .....

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rns for immediately preceding five consecutive financial years; or (e) if the Tribunal is of the opinion that it is just and equitable that the company should be wound up." 12. For section 272, the following section shall be substituted, namely:- "272. Petition for winding up.- (1) Subject to the provisions of this section, a petition to the Tribunal for the winding up of a company shall be presented by- (a) the company; (b) any contributory or contributories; (c) all or any of the per .....

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shareholders after the satisfaction of its liabilities, and shares in respect of which he is a contributory or some of them were either 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 devolved on him through the death of a former holder. (3) The Registrar shall be entitled to present a petition for winding up under section 271, except on the grounds sp .....

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such manner as may be prescribed. (5) A copy of the petition made under this section shall also be filed with the Registrar and the Registrar shall, without prejudice to any other provisions, submit his views to the Tribunal within sixty days of receipt of such petition." 13. In section 275,- (a) for sub-section (2), the following sub-section shall be substituted, namely:- "(2) The provisional liquidator or the Company Liquidator, as the case may, shall be appointed by the Tribunal fr .....

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ny, including claims by or against any of its branches in India; (c) any application made under section 233; (d) any question of priorities or any other question whatsoever, whether of law or facts, including those relating to assets, business, actions, rights, entitlements, privileges, benefits, duties, responsibilities, obligations or in any matter arising out of, or in relation to winding up of the company, whether such suit or proceeding has been instituted, or is instituted, or such claim o .....

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ayments-(1) In the winding up of a company under this Act, the following debts shall be paid in priority to all other debts: (a) workmen's dues; and; (b) where a secured creditor has realised a secured asset, so much of the debts due to such secured creditor as could not be realised by him or the amount of the workmen's portion in his security (if payable under the law), whichever is less, pari passu with the workmen's dues: Provided that in case of the winding up of a company, the s .....

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aid in full before any payment is made to secured creditors and thereafter debts payable under that sub-section shall be paid in full, unless the assets are insufficient to meet them, in which case they shall abate in equal proportions. Explanation. -For the purposes of this section, and section 327- (a) "workmen'', in relation to a company, means the employees of the company, being workmen within the meaning of clause (s) of section 2 of the Industrial Disputes Act, 1947 (14 of 194 .....

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ration becoming payable to any workman or, in the case of his death, to any other person in his right on the termination of his employment before or by the effect of the winding up order or resolution; (iii) unless the company is being wound up voluntarily merely for the purposes of reconstruction or amalgamation with another company or unless the company has, at the commencement of the winding up, under such a contract with insurers as is mentioned in section 14 of the Workmen's Compensatio .....

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creditor of a company, means the amount which bears to the value of the security the same proportion as the amount of the workmen's dues bears to the aggregate of the amount of workmen's dues and the amount of the debts due to the secured creditors. Illustration The value of the security of a secured creditor of a company is ₹ 1,00,000. The total amount of the workmen's dues is ₹ 1,00,000. The amount of the debts due from the company to its secured creditors is ₹ 3 .....

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(b) in the Explanation, for clause (c), the following clause shall be substituted, namely :- "(c) the expression "relevant date" means in the case of a company being wound up by the Tribunal, the date of appointment or first appointment of a provisional liquidator, or if no such appointment was made, the date of the winding up order, unless, in either case, the company had commenced to be wound up voluntarily before that date under the Insolvency and Bankruptcy Code, 2016;". .....

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is Act shall be void against the Company Liquidator.". 21. For section 334, the following section shall be substituted, namely:- "334. Transfer etc. after commencement of winding up to be void-In the case of a winding up by the Tribunal, any disposition of the property including actionable claims, of the company and any transfer of shares in the company or alteration in the status of its members, made after the commencement of the winding up shall, unless the Tribunal otherwise orders, .....

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ses a resolution for voluntary winding up", the words "under this Act", shall be substituted. 24. In section 342, sub-sections (2), (3) and (4) shall be omitted. 25. In section 343, for sub-section (1), the following sub-section shall be substituted, namely- "(1) The Company Liquidator may, with the sanction of the Tribunal, when the company is being wound up by the Tribunal,- (i) pay any class of creditors in full; (ii) make any compromise or arrangement with creditors or pe .....

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debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof.". 26. In section 347, for sub-section (1), the following sub-section shall be substituted, namely- "(1) When the affairs of a company have been completely .....

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n two months of the expiry of such year and thereafter until the winding up is concluded, at intervals of not more than one year or at such shorter intervals, if any, as may be prescribed, file a statement in such form containing such particulars as may be prescribed, duly audited, by a person qualified to act as auditor of the company, with respect to the proceedings in, and position of, the liquidation, with the Tribunal: Provided that no such audit as is referred to in this sub-section shall .....

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ions of this Act or of the Insolvency and Bankruptcy Code, 2016" shall be inserted. 30. In section 372, after the words "The provisions of this Act", the words "or of the Insolvency and Bankruptcy Code, 2016, as the case may be," shall be inserted. 31. In section 419, for sub-section (4), the following sub-section shall be substituted, namely: - "(4) The Central Government shall, by notification, establish such number of benches of the Tribunal, as it may consider n .....

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the Insolvency and Bankruptcy Code, 2016" shall be inserted. 33. In section 429, In section 429, for sub-section (1), the following sub-section shall be substituted, namely :- "(1) The Tribunal may, in any proceedings for winding up of a company under this Act or in any proceedings under the Insolvency and Bankruptcy Code, 2016, in order to take into custody or under its control all property, books of account or other documents, request, in writing, the Chief Metropolitan Magistrate, C .....

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se the same to be entrusted to the Tribunal or other persons authorised by it.". 34. For section 434, the following section shall be substituted, namely: - "434. Transfer of certain pending proceedings.- (1) On such date as may be notified by the Central Government in this behalf,- (a) all matters, proceedings or cases pending before the Board of Company Law Administration (herein in this section referred to as the Company Law Board) constituted under sub-section (1) of section 10E of .....

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Provided that the High Court may if it is satisfied that the appellant was prevented by sufficient cause from filing an appeal within the said period, allow it to be filed within a further period not exceeding sixty days; and (c) all proceedings under the Companies Act, 1956, including proceedings relating to arbitration, compromise, arrangements and reconstruction and winding up of companies, pending immediately before such date before any District Court or High Court, shall stand transferred t .....

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Tribunal under this section." 35. In section 468, for sub-section (2), the following sub-section shall be substituted, namely - "(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 secti .....

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