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Section 345: Books and papers of company to be evidence

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
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Act 2013
Section 344 All 470 Sections of Companies Act Section 346
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Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 345

Section 345 of the Companies Act, 2013 provides that where a company is being wound up, all books and papers of the company and of the Company Liquidator shall be prima facie evidence of the truth of all matters recorded therein as between contributories.

  • Prima Facie Evidentiary Value: Books, registers, and accounts maintained by the company and the liquidator are statutorily presumed accurate without formal proof of every individual ledger entry.
  • Contributory Dispute Scope: Operates specifically as between the contributories of the company, streamlining the settlement of the list of contributories and call liabilities.
  • Rebuttable Presumption: While prima facie true, the presumption can be rebutted by cogent evidence showing forgery, fraudulent alterations, or lack of contemporaneous authentication.
Key Landmark Precedents:
  • Re: Great Western (Forest of Dean) Coal Consumers' Co., (1882) 21 Ch D 769: Held that the statutory presumption in winding up saves the liquidator from proving each ledger entry under strict evidence rules, placing the burden on the contributory to disprove entries.
  • Official Liquidator v. Commr. of Income Tax, AIR 1968 Cal 529: Held that company books seized during liquidation serve as prima facie evidence of liabilities and asset transfers, shifting the evidential burden to contesting shareholders.
  • S.P. Shenbagamoorthy v. Dr. V.D. Swamy, (2007) 139 Comp Cas 126 (Mad): Affirmed that statutory records produced from proper liquidator custody carry evidentiary weight under company law, establishing valid shareholding and call obligations.
Courtroom Practice & Strategic Litigation Guidance:

When contesting inclusion in the list of contributories under Section 345, contributories cannot simply issue bare denials of the company's books. They must produce extrinsic documentary evidence—such as bank clearance vouchers, original share transfer deeds, or board correspondence—to rebut the statutory prima facie presumption.

Section 344 All 470 Sections of Companies Act Section 346