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Section 291: Provision for professional assistance to Company Liquidator

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Section 290 All 470 Sections of Companies Act Section 292
Statutory Defined Terms in this Section: (Click any term for official legal definition)
Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 291

Section 291 of the Companies Act, 2013 enables the Company Liquidator, with the sanction of the Tribunal, to appoint legal practitioners, chartered accountants, company secretaries, or other professionals to assist in the discharge of duties, subject to strict conflict disclosure.

  • Sanction of Tribunal for Professional Appointment: The Company Liquidator may appoint one or more chartered accountants, company secretaries, cost accountants, legal practitioners, or other professionals with the prior sanction of the Tribunal.
  • Professional Scope and Purpose: The appointment of professionals must be strictly necessary to enable the liquidator to perform his statutory duties, investigate complex accounts, conduct litigation, or value specialized assets.
  • Mandatory Conflict of Interest Disclosure: Any professional nominated or appointed under this section must immediately disclose to the Tribunal and the liquidator any conflict of interest or lack of independence relating to the corporate debtor or its management.
Key Landmark Precedents:
  • Re: London Metallurgical Co., [1897] 2 Ch 262: The Chancery Division held that obtaining court sanction is a mandatory condition precedent for engaging legal counsel; professional fees incurred without prior judicial sanction cannot be charged to the liquidation fund.
  • Official Liquidator v. M. Karuppiah, (1998) 94 Comp Cas 363 (Mad): The High Court affirmed that the engagement of chartered accountants and advocates must be strictly justified on the complexity of the liquidation, and remuneration must adhere to court-approved fee structures.
Courtroom Practice & Strategic Litigation Guidance:

Liquidators seeking to engage specialized forensic auditors or advocates must file an application under Section 291 articulating the specific legal or accounting complexity, the proposed scope of work, and the proposed fee cap. Retained professionals must simultaneously furnish a signed certificate of independence to place on the NCLT record.

Section 290 All 470 Sections of Companies Act Section 292