Section 312: Notice of appointment of Company Liquidator to be given to Registrar

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 312

Section 312 of the Companies Act, 2013 mandated public filing of the liquidator's appointment with the Registrar of Companies; omitted by the IBC 2016, this requirement is preserved under Section 59(4) of the IBC.

  • Strict 10-Day Statutory Filing Mandate: Obligated the company to give formal notice of the appointment of the Company Liquidator to the Registrar within ten days of the appointment date.
  • Registrar's Public Register Notation and Freeze on Unauthorized Actions: The Registrar recorded the notice on the official corporate database, updating the public record and preventing unauthorized corporate filings by former management.
  • Daily Penal Sanctions for Default: Imposed daily monetary fines upon the company and every officer in default for failure to lodge statutory notice with the Registrar.
Key Landmark Precedents:
  • Registrar of Companies v. Utkal Distributors (P) Ltd., (1978) 48 Comp Cas 788 (Ori): The Orissa High Court held that notice of appointment to RoC is a matter of public policy ensuring the public knows who represents the company.
  • State of Karnataka v. K.B. Prabhakar, (1993) 78 Comp Cas 848 (Kar): The Karnataka High Court affirmed that failure to notify RoC of liquidator's appointment constitutes a continuing statutory default punishable under the Act.
Courtroom Practice & Strategic Litigation Guidance:

Liquidators must file Form MGT-14 and intimation with RoC and IBBI within 7 days under current IBC rules. Failure to file promptly risks bank account freezes and third parties challenging liquidator's locus standi.