Sections 345 and 346 of the Companies Act 2013: Books, Evidence and Inspection by Creditors and Contributories
Sections 345 and 346 form part of the winding-up provisions of the Companies Act, 2013. Section 345 deals with the evidentiary value of the books and papers of a company and its Company Liquidator, while Section 346 governs inspection of the company's books and papers by creditors and contributories after a winding-up order by the Tribunal.
Section 345 - Books and papers of company to be evidence
Where a company is being wound up, all books and papers of the company and of the Company Liquidator shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be recorded therein.
Meaning and effect of Section 345
The expression prima facie evidence means evidence that is sufficient to establish a fact at first view unless it is rebutted or displaced by contrary evidence. Section 345 therefore gives the company's and Company Liquidator's books and papers an evidentiary status in disputes or questions arising between contributories during winding up. It does not state that every entry is conclusive or irrebuttable.
A contributory, in the winding-up context, generally refers to a person liable to contribute to the assets of the company in the event of its being wound up, subject to the provisions of the Companies Act, 2013.
Section 346 - Inspection of books and papers by creditors and contributories
Sub-section (1): At any time after the making of an order for the winding up of a company by the Tribunal, any creditor or contributory of the company may inspect the books and papers of the company only in accordance with, and subject to, the rules prescribed for that purpose.
Sub-section (2): The inspection provision does not exclude or restrict rights conferred by any other law for the time being in force on the Central Government or a State Government, any authority or officer of such Government, or a person acting under their authority.
Who may seek inspection?
Section 346 expressly refers to a creditor or contributory of the company. The statutory inspection right arises after the Tribunal has made an order for winding up, and its exercise remains subject to the applicable procedural rules.
Government and statutory rights remain protected
Section 346(2) is a saving provision. It ensures that the inspection framework in Section 346(1) does not take away separate inspection or access rights that another law confers on the Central Government, a State Government, their authorities or officers, or persons acting under their authority.
Practical distinction between Sections 345 and 346
Section 345 concerns evidence: it addresses how company and liquidator books and papers may operate as prima facie evidence between contributories. Section 346 concerns access: it deals with the circumstances in which creditors and contributories may inspect company books and papers following a winding-up order.
Official statutory reference
For the authoritative statutory text and subsequent amendments, refer to the official Ministry of Corporate Affairs - Companies Act, 2013 and the India Code portal. The wording of Sections 345 and 346 should be read together with the other applicable winding-up provisions and rules in force for the particular proceeding.
Updated: 17 September 2026. This page is intended as a statutory information resource and should be read with the current Act, rules, notifications and applicable judicial decisions.