Overview
This article provides a comprehensive, plain-language explanation of Preferential Payments in Winding Up under the Companies Act 2013. Whether you are a business owner, company director, company secretary, or chartered accountant in India, understanding these provisions is essential for proper corporate compliance.
The relevant provisions are found in Sections 326,327 of the Companies Act 2013, read with the applicable Rules notified by the Ministry of Corporate Affairs (MCA). We have also referenced the latest circulars and notifications issued up to March 2026.
What the Law Says
The Companies Act 2013 contains specific provisions governing preferential payments. Let us break down the key requirements in simple language.
Key Legal Framework
Section 326 lays down the primary framework. The section establishes: (a) who must comply, (b) the conditions and requirements, (c) timelines for compliance, (d) forms to be filed with ROC, and (e) consequences of non-compliance.
The corresponding Rules notified under Section 469 provide detailed procedures including specific forms, attachments, and fee schedules. Always read the section and its corresponding rule together.
Who Must Comply?
| Company Type | Applicable? | Special Provisions |
|---|---|---|
| Private Limited Company | Yes | Exemptions for Small Companies (paid-up capital up to Rs. 10 crore or turnover up to Rs. 100 crore after December 2025 amendment) |
| Public Limited Company | Yes, fully | Listed companies have additional SEBI requirements |
| One Person Company | Yes, with relaxations | Simplified compliance -- fewer meetings, reduced filings |
| Section 8 Company | Yes, with exemptions | Certain provisions may not apply |
| Small Company | Yes, with relaxations | Half penalties, 2 board meetings/year, abridged annual return |
Detailed Explanation with Practical Examples
Let us understand preferential payments through real-world scenarios.
Example 1: Rajesh and Meena operate "BrightPath Consulting Private Limited" in Faridabad with paid-up capital of Rs. 25 lakh and turnover of Rs. 4 crore. As a Small Company under revised December 2025 thresholds, they enjoy certain relaxations but must still comply with core requirements related to preferential payments.
The company must identify whether the requirement is triggered, determine the appropriate approval level (Board Resolution vs Special Resolution), prepare documentation, obtain approval within the prescribed timeline, and file relevant forms with ROC.
Example 2: A public listed company like Infosys must comply with additional requirements under SEBI LODR regulations in addition to the Companies Act provisions. For instance, related party transactions above materiality thresholds need prior approval of the Audit Committee and shareholders. This dual compliance framework means listed companies face a higher compliance burden.
Example 3: Consider an OPC run by Priya from Delhi. Since OPCs have relaxed compliance requirements, she needs only 2 board meetings per year, is exempt from cash flow statement, and can file abridged annual return in Form MGT-7A. However, she must still comply with the core provisions related to preferential payments.