Section 395: Annual reports where one or more State Governments are members of companies

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 395

Section 395 governs the reporting obligations of Government companies where only State Governments are members, requiring annual reports and C&AG audit comments to be laid before the State Legislature, and expressly extends this discipline to companies in liquidation.

  • State Government Reporting Mandate: Mandates that where the Central Government is not a member, the State Government holding shares must cause an annual report on the company's affairs to be prepared within three months of the AGM.
  • Tabling before State Legislature: Requires the annual report and C&AG audit comments to be laid before both Houses of the State Legislature, or the single legislative chamber where applicable.
  • Application to Companies in Liquidation: Explicitly applies Section 394 and 395 to Government companies that are being wound up, requiring liquidators to submit annual reports on the progress of liquidation to Parliament or State Legislatures.
Key Landmark Precedents:
  • State of Punjab v. Raja Ram, (1981) 2 SCC 66: The Supreme Court examined the legal character of state-owned commercial corporations, holding that statutory reporting to state legislatures affirms their constitutional accountability.
  • Praga Tools Corporation v. C.A. Imanual, (1969) 1 SCC 585: Held that while a Government company maintains separate legal personality, it operates under statutory duties of administrative transparency owed to the legislature.
Courtroom Practice & Strategic Litigation Guidance:

When monitoring the winding up of state public sector undertakings (SPSUs), verify that the Official Liquidator complies with Section 395(2). A failure to prepare liquidation reports and place them before the State Legislature constitutes a statutory breach that can be raised before the Company Court or NCLT.