Sections 314 and 315 of the Companies Act 2013: Powers of Company Liquidator and Appointment of Committees

Sections 314 and 315 originally formed part of the statutory framework for voluntary winding up under the Companies Act, 2013. Both provisions have been omitted with effect from 15 November 2016 after the Insolvency and Bankruptcy Code, 2016 introduced a separate framework for voluntary liquidation of corporate persons.

Current legal status: Sections 314 and 315 of the Companies Act, 2013 are omitted provisions. They should not be treated as the present source of law for commencing or conducting a voluntary liquidation. The current framework is principally contained in Section 59 of the Insolvency and Bankruptcy Code, 2016 and the IBBI (Voluntary Liquidation Process) Regulations, 2017, as amended.

Section 314 - Powers and duties of Company Liquidator in voluntary winding up

Legal status of Section 314

Section 314, titled "Powers and duties of Company Liquidator in voluntary winding up", was omitted by Section 255 read with the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016.

The omission means that Section 314 no longer operates as a substantive provision governing the powers and duties of a liquidator in a voluntary liquidation commenced under the present insolvency framework.

Section 315 - Appointment of committees

Legal status of Section 315

Section 315, titled "Appointment of committees", was also omitted by Section 255 read with the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016.

Accordingly, the former Companies Act provision dealing with appointment of committees in voluntary winding up is no longer the operative statutory provision for current voluntary liquidation proceedings.

Why were Sections 314 and 315 omitted?

The Insolvency and Bankruptcy Code, 2016 reorganised the law relating to insolvency and liquidation. Its Eleventh Schedule amended the Companies Act, 2013 and omitted Part II of Chapter XX dealing with voluntary winding up, including Sections 304 to 323. Sections 314 and 315 were therefore removed as part of that legislative transition.

For the official statutory text, see the Companies Act, 2013 published by the Ministry of Corporate Affairs and the IBBI legal framework for the Insolvency and Bankruptcy Code.

Current law on voluntary liquidation

The present statutory starting point is Section 59 of the Insolvency and Bankruptcy Code, 2016. In broad terms, Section 59 permits a corporate person that intends to liquidate itself voluntarily and has not committed a default to initiate voluntary liquidation subject to the statutory conditions and procedural requirements prescribed by the Insolvency and Bankruptcy Board of India.

For a company, Section 59 includes requirements concerning a declaration by a majority of directors, supporting financial information, a members' resolution and, where debt is owed, approval by creditors representing the prescribed value of debt. The detailed procedure is supplemented by the IBBI (Voluntary Liquidation Process) Regulations, 2017.

Current regulatory framework

The IBBI maintains and updates the regulations governing voluntary liquidation. The regulations deal with matters such as appointment and functions of the liquidator, public announcement, claims, realisation and distribution of assets, maintenance of records, reporting and completion of the process.

As of the date of this update, IBBI lists the IBBI (Voluntary Liquidation Process) Regulations, 2017 in its updated legal framework. Users dealing with an actual liquidation should check the latest consolidated regulations, amendments, circulars and prescribed forms before taking procedural steps.

Key legal position at a glance

  • Section 314 of the Companies Act, 2013 is omitted with effect from 15 November 2016.
  • Section 315 of the Companies Act, 2013 is omitted with effect from 15 November 2016.
  • The omission was made through Section 255 and the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016.
  • The present voluntary liquidation regime is principally governed by Section 59 of the Insolvency and Bankruptcy Code, 2016.
  • The procedural framework is contained in the IBBI (Voluntary Liquidation Process) Regulations, 2017, as amended from time to time.

Historical relevance of Sections 314 and 315

Although omitted, Sections 314 and 315 remain relevant when reading older versions of the Companies Act, historical materials or proceedings governed by transitional provisions. For a current voluntary liquidation, however, the applicable IBC provisions and the latest IBBI regulations should be consulted.

Last updated: 17 September 2026. This page is intended for general legal information. Applicable provisions, regulations, notifications and procedural requirements should be verified from official sources for a specific matter.