Section 285: Settlement of list of contributories and application of assets
This section is for the Tribunal to settle the list of contributories and apply the company's assets to pay its debts and liabilities after a winding up order is passed.
The section, clause by clause
What the section says
In plain terms
(1)As soon as may be after the passing of a winding up order by the Tribunal, the Tribunal shall settle a list of contributories, cause rectification of 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 applied for the discharge of its liability:
After a winding up order is passed, the Tribunal will create a list of contributories, update the register of members if needed, and use the company's assets to pay its debts, unless it decides that making calls on or adjusting the rights of contributories is not necessary.
provisoProvided that where it appears to the Tribunal that it would not be necessary to make calls on or adjust the rights of contributories, the Tribunal may dispense with the settlement of a list of contributories.
(2)In settling the list of contributories, the Tribunal 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.
The Tribunal will differentiate between contributories who are liable in their own right and those who are liable as representatives of or for the debts of others when creating the list of contributories.
(3)While settling the list of contributories, the Tribunal shall include every person, who is or has been a member, who shall be liable to contribute to the assets of the company an amount sufficient for payment of the debts and liabilities and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, subject to the following conditions, namely:—
The list of contributories will include every person who is or has been a member and is liable to contribute to the company's assets to pay debts, liabilities, and winding up costs, with specific conditions such as a person not being liable if they ceased to be a member over 1 year before winding up commenced.
(3)(a)a person who has been a member shall not be liable to contribute if he has ceased to be a member for the preceding one year or more before the commencement of the winding up;
(3)(b)a person who has been a member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
(3)(c)no person who has been a member shall be liable to contribute unless it appears to the Tribunal that the present members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
(3)(d)in the case of a company limited by shares, no contribution shall be required from any person, who is or has been a member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as such member;
(3)(e)in the case of a company limited by guarantee, no contribution shall be required from any person, who is or has been a member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up but if the company has a share capital, such member shall be liable to contribute to the extent of any sum unpaid on any shares held by him as if the company were a company limited by shares.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 29 of 2020, s. 46, for sub-section (2) (w.e.f. 21-12-2020).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.