Sections 341 to 380 of the Companies Act 2013
Sections 341 to 380 cover several distinct parts of company law, including consequences of misconduct during winding up, powers and duties connected with liquidation, registration of certain existing entities, winding up of unregistered companies, the special statutory framework for Producer Companies, and the opening provisions governing foreign companies.
Sections 341 to 365: winding up, liability and liquidation
This group forms part of the statutory winding-up framework. Section 341 extends liability arising under Sections 339 and 340 to relevant partners of firms and directors of bodies corporate. Section 342 deals with prosecution of delinquent officers and members where an offence connected with the company comes to light during winding up.
Sections 343 to 358 deal with matters such as exercise of liquidator powers, statements that a company is in liquidation, evidentiary use and inspection of company books, disposal of records, handling of liquidation money, returns, meetings of creditors or contributories, affidavits, dissolution and limitation. Sections 359 to 365 contain provisions relating to Official Liquidators, summary liquidation procedure, sale of assets, recovery of debts, settlement and appeal of creditor claims, and dissolution.
Sections 366 to 378: companies capable of registration and unregistered companies
Sections 366 to 374 govern entities capable of being registered under the Companies Act, 2013 and set out consequences of registration, including vesting of property, preservation of liabilities, continuation of legal proceedings and obligations following registration.
Sections 375 to 378 concern winding up of unregistered companies. They address the winding up of such entities, foreign companies that may already have been dissolved, the cumulative operation of the Chapter, and preservation of other enactments that confer winding-up powers.
Sections 378A to 378ZU: Producer Companies
Chapter XXIA creates a dedicated legal framework for Producer Companies. Section 378A supplies the Chapter-specific definitions. The succeeding provisions deal with objects, formation and registration, membership, voting rights, member benefits, memorandum and articles, conversion of inter-State co-operative societies, directors and Board administration, general meetings, share capital, accounts and audit, reserves, loans and investments, penalties, restructuring, disputes, strike-off, overriding effect, re-conversion and rule-making.
A Producer Company is therefore governed not merely by the ordinary provisions applicable to companies, but also by the special provisions of Chapter XXIA and the application rules stated within that Chapter.
Sections 379 and 380: foreign companies
Section 379 addresses application of the Companies Act, 2013 to foreign companies in the circumstances specified by the Act. Section 380 requires prescribed documents and particulars concerning a foreign company to be delivered to the Registrar within the statutory framework. These provisions begin Chapter XXII, which deals with companies incorporated outside India.
Quick statutory map
| Provision | Main subject |
|---|---|
| Sections 341-358 | Winding-up liability, liquidator functions, records, funds, meetings, dissolution and limitation |
| Sections 359-365 | Official Liquidators and summary liquidation procedure |
| Sections 366-374 | Companies authorised to register under the Act |
| Sections 375-378 | Winding up of unregistered companies |
| Sections 378A-378ZU | Producer Companies |
| Sections 379-380 | Application to foreign companies and documents to Registrar |
Detailed section-wise guides
The following internal links are retained from the existing page so readers can open the detailed article for the relevant provision:
- Liability under sections 339 and 340 to extend to partners or directors in firms or companies - Prosecution of delinquent officers and members of company - Sections 341 and 342
- Company Liquidator to exercise certain powers subject to sanction. - Statement that company is in liquidation - Sections 343 and 344
- the meaning of Books and papers of company to be evidence - inspection of books and papers by creditors and contributories - Sections 345 and 346
- Disposal of books and papers of company - Information as to pending liquidations - Sections 347 and 348
- the meaning of Official Liquidator to make payments into public account of India - Company Liquidator to deposit monies into scheduled bank - Sections 349 and 350
- Liquidator not to deposit monies into private banking account - Company Liquidation Dividend and Undistributed Assets Account - Sections 351 and 352
- Liquidator to make returns, etc - Meetings to ascertain wishes of creditors or contributories - Sections 353 and 354
- Court, tribunal or person, etc., before whom affidavit may be sworn - the Powers of Tribunal to declare dissolution of company void - Sections 355 and 356
- Commencement of winding up by Tribunal - Exclusion of certain time in computing period of limitation - Sections 357 and 358
- Appointment of Official Liquidator - the Powers and functions of Official Liquidator - Sections 359 and 360
- summary procedure for liquidation - sale of assets and recovery of debts due to company - Sections 361 and 362
- Settlement of claims of creditors by Official Liquidator - Appeal by creditor - Sections 363 and 364
- Order of dissolution of company Companies capable of being registered. - Sections 365 and 366
- Certificate of registration of existing companies - Vesting of property on registration - Sections 367 and 368
- Saving of existing liabilities - Continuation of pending legal proceedings - Sections 369 and 370
- Effect of registration under this Part - Power of Court to stay or restrain proceedings - Sections 371 and 372
- Suits stayed on winding up order - Obligations of companies registering under this Part - Sections 373 and 374
- Winding up of unregistered companies - Power to wind up foreign companies, although dissolved - Sections 375 and 376
- Provisions of Chapter cumulative - Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases - Sections 377 and 378
- Section 378A Definitions
- Section 378B Objects of producer company
- Section 378C Formation of Producer Company and its registration
- Section 378D Membership and voting rights of Members of Producer Company
- Section 378E Benefits to Members
- Section 378F Memorandum of Producer Company
- Section 378G Articles of association
- Section 378H Amendment of memorandum
- Section 378I Amendment of articles
- Section 378J Option to inter-State co-operative societies to become Producer Companies
- Section 378K Effect of incorporation of Producer Company
- Section 378L Vesting of undertaking in Producer Company
- Section 378M Concession, etc., to be deemed to have been granted to Producer Company
- Section 378N Provisions in respect of officers and other employees of inter-State co-operative society
- Section 378O Number of directors
- Section 378P Appointment of directors
- Section 378Q Vacation of office by directors
- Section 378R Powers and functions of Board
- Section 378S Matters to be transacted at general meeting
- Section 378T Liability of directors
- Section 378U Committee of directors
- Section 378V Meetings of Board and quorum
- Section 378W Chief Executive and his functions
- Section 378X Secretary of Producer Company
- Section 378Y Quorum, 378Z Voting Rights
- Section 378ZA Annual general meetings
- Section 378ZB Share capital
- Section 378ZC Special user rights
- Section 378ZD Transferability of shares and attendant rights
- Section 378ZE Books of account
- Section 378ZF Internal audit
- Section 378ZG Duties of auditor under this Chapter
- Section 378ZH Donation or subscription by Producer Company
- Section 378ZI General and other reserves
- Section 378ZJ Issue of bonus shares
- Section 378ZK Loan, etc., to Members
- Section 378ZL Investment in other companies, formation of subsidiaries, etc
- Section 378ZM Penalty for contravention
- Section 378ZN Amalgamation, merger or division, etc., to form new Producer Companies
- Section 378ZO Disputes
- Section 378ZP Strike off name of Producer Company
- Section 378ZQ Provisions of this Chapter to override other laws
- Section 378ZR Application of provisions relating to private companies
- Section 378ZS Re-conversion of Producer Company to inter-State co-operative society
- Section 378ZT Power to modify Act in its application to Producer Companies
- Section 378ZU Power to Make Rules
- Application of Act to foreign companies - Documents, etc., to be delivered to Registrar by foreign companies - Sections 379 and 380
Official legal sources
For the current statutory text, amendments, notifications and filing-related material, readers should verify the provision against the official Government sources. The consolidated Companies Act text is available through India Code, while notifications and corporate filing information are published by the Ministry of Corporate Affairs.
This page is a general legal information guide. Statutory provisions, commencement notifications, rules and amendments should be checked for the date and facts relevant to a particular matter.