1. Where the company to be wound up under this Chapter,
i. has assets of book value not exceeding one crore rupees; and
ii. belongs to such class or classes of companies as may be prescribed, the Central Government may order it to be wound up by summary procedure provided under this Part.
2. Where an order under sub-section (1 ) is made, the Central Government shall appoint the Official Liquidator as the liquidator of the company.
3. The Official Liquidator shall forthwith take into his custody or control all assets, effects and actionable claims to which the company is or appears to be entitled.
4. The Official Liquidator shall, within thirty days of his appointment, submit a report to the Central Government in such manner and form, as may be prescribed, including a report whether in his opinion, any fraud has been committed in promotion, formation or management of the affairs of the company or not.
5. On receipt of the report under sub-section (4 ), if the Central Government is satisfied that any fraud has been committed by the promoters, directors or any other officer of the company, it may direct further investigation into the affairs of the company and that a report shall be submitted within such time as may be specified.
6. After considering the investigation report under sub-section (5 ), the Central Government may order that winding up may be proceeded under Part I of this Chapter or under the provision of this Part.
Legal Commentary & Landmark Judgments: Section 361
Section 361 of the Companies Act, 2013 introduces an expedited administrative winding-up regime administered by the Central Government for small companies with book assets not exceeding one crore rupees, dispensing with protracted Tribunal proceedings.
For small corporate entities or inactive shells with book assets under Rs. 1 crore, advise clients to apply directly to the Regional Director under Section 361 rather than filing complex petitions before the NCLT. Ensure the balance sheet reflects audited asset values below the statutory ceiling to establish uncontestable eligibility.