Sections 353 and 354 of the Companies Act, 2013: Liquidator Returns and Meetings of Creditors or Contributories
Sections 353 and 354 form part of the winding-up provisions of the Companies Act, 2013. Section 353 provides a mechanism for requiring a Company Liquidator to cure certain filing, document or notice defaults. Section 354 empowers the Tribunal to consider and, where appropriate, formally ascertain the wishes of creditors or contributories in matters relating to winding up.
Section 353 - Liquidator to make returns, etc.
Meaning: Section 353 deals with a Company Liquidator who defaults in filing, delivering or making a return, account or other document, or in giving a notice that the law requires the liquidator to file, deliver, make or give.
Sub-section (1): Direction by the Tribunal
If the Company Liquidator fails to make good such a default within fourteen days after service of a notice requiring the default to be cured, the Tribunal may act on an application by a contributory, a creditor of the company or the Registrar. The Tribunal may direct the Company Liquidator to make good the default within the time specified in its order.
Sub-section (2): Costs
An order under sub-section (1) may require the Company Liquidator to bear the costs of, and incidental to, the application.
Sub-section (3): Other penalties remain unaffected
Section 353 does not prejudice the operation of any other enactment imposing penalties on a Company Liquidator for the relevant default. In practical terms, compliance with a Tribunal direction does not by itself displace another statutory consequence that may independently apply.
Section 354 - Meetings to ascertain wishes of creditors or contributories
Meaning: Section 354 enables the Tribunal, in matters relating to the winding up of a company, to take account of the wishes of creditors or contributories and to use meetings where necessary to ascertain those wishes.
Sub-section (1): Powers of the Tribunal
The Tribunal may have regard to the wishes of creditors or contributories when those wishes are proved by sufficient evidence. If the Tribunal considers it appropriate, it may direct meetings of creditors or contributories to be called, held and conducted in the manner it directs. It may also appoint a person to chair the meeting and report the result to the Tribunal.
Sub-section (2): Wishes of creditors
When the wishes of creditors are ascertained, regard is to be had to the value of each creditor's debt. The statutory focus is therefore not merely the number of creditors but the value represented by their respective debts.
Sub-section (3): Wishes of contributories
When the wishes of contributories are ascertained, regard is to be had to the number of votes that each contributory may cast.
Practical effect of Sections 353 and 354
Section 353 is primarily a compliance-enforcement provision directed at defaults by a Company Liquidator. It allows specified stakeholders and the Registrar to approach the Tribunal after the statutory fourteen-day notice period has expired without the default being cured. Section 354, by contrast, concerns the Tribunal's decision-making process in winding up and provides a structured means of identifying the wishes of creditors or contributories.
Official statutory references
For the authoritative text and current notifications, readers should verify the provision through the official Government sources: India Code - Companies Act, 2013 and the Ministry of Corporate Affairs. The MCA's published text of the Companies Act, 2013 may also be consulted.
Legal information page updated for clarity and current statutory context. Always check the latest Act, rules, notifications and orders applicable to the facts of a particular winding-up proceeding.