Section 255 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 255 says: "The Companies Act, 2013 shall be amended in the manner specified in the Eleventh Schedule." The Schedule is the longest of the Code: items numbered 1 to 36, running from definitions to the winding-up provisions, the omission of voluntary winding up, the transfer of pending proceedings and a change in the remuneration provision. This article groups the items by subject, as printed in the IBBI consolidated text of the Code amended up to 12 August 2021. The Schedule quotes the Companies Act, 2013 as it stood when the Code was made; this article says nothing about how that Act reads today, and the reader should check the current law.
The Eleventh Schedule (i) defines "winding up" in the Companies Act as winding up under that Act or liquidation under the Code; (ii) adds the Code to a dozen cross-references; (iii) rewrites the Tribunal's winding up (sections 270 to 272, 275, 280, 326 to 357); (iv) omits voluntary winding up (sections 304 to 323 and the Part II heading) and sections 253 to 269, 289 and 325; (v) substitutes section 434 on transfer of pending proceedings; and (vi) changes section 468(2) and the remuneration rule in Schedule V. The sister Schedules are in article 144.
What section 255 and the Schedule do
Section 255 is a one-line calling-in provision. The Schedule is headed "Amendments to the Companies Act, 2013 (18 Of 2013)", introduced by "(See section 255)". The items are numbered 1 to 36 in the text with two lettered items (6A and 15A) and with no item 11: item 10 is followed by item 12. The gap in numbering is quoted as printed and not corrected. If you are dealing with a company that is being wound up or struck off and want the Code and the Companies Act read together, the facts are the starting point for a strike off company or Section 8 company service review.
Group 1: definitions (item 1)
- Item 1(a) substitutes clause (23) of section 2: "Company Liquidator" means "a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act".
- Item 1(b) inserts clause (94A): "'winding up' means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016, as applicable."
Group 2: the Code named in other sections
| Item | Companies Act section | What the Schedule changes (as printed) |
|---|---|---|
| 2 | 8(9) | "the Rehabilitation and Insolvency Fund formed under section 269" becomes "Insolvency and Bankruptcy Fund formed under section 224 of the Insolvency and Bankruptcy Code, 2016" |
| 3 | 66(8) | "is unable, within the meaning of sub-section (2) of section 271, to pay the amount of his debt or claim" becomes "commits a default, within the meaning of section 6 of the Insolvency and Bankruptcy Code, 2016, in respect of the amount of his debt or claim" |
| 4 | 77(3) | after "the liquidator": "appointed under this Act or the Insolvency and Bankruptcy Code, 2016, as the case may be," |
| 5 | 117(3)(f) | "section 304" becomes "section 59 of the Insolvency and Bankruptcy Code, 2016" |
| 6 | 224(2) | after "wound up under this Act": "or under the Insolvency and Bankruptcy Code, 2016" |
| 6A | 230(1), (6) | the liquidator "appointed under this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may be," |
| 7 | 249(1)(e) | "is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016." |
| 29, 30 | 370 (proviso), 372 | "in accordance with the provisions of this Act or of the Insolvency and Bankruptcy Code, 2016"; "or of the Insolvency and Bankruptcy Code, 2016, as the case may be" |
| 32, 33 | 424(1), (2); 429(1) | the Code added beside "this Act"; the Tribunal may, in proceedings for winding up under the Act or "any proceedings under the Insolvency and Bankruptcy Code, 2016", request the Chief Metropolitan Magistrate, Chief Judicial Magistrate or the District Collector to take possession of property, books or documents |
Items 2 to 7 show the pattern: where the Companies Act speaks of a liquidator, a fund or a winding up, the Schedule adds the Code, or replaces a reference with one to the Code (for instance item 5, from section 304 of the Companies Act to section 59 of the Code, which is the Code's voluntary liquidation of corporate persons; our post on voluntary liquidation under section 59 explains that section).
Group 3: winding up by the Tribunal rewritten (items 8 to 14, 18 to 28)
| Item | Companies Act section | Change (as printed, shortened) |
|---|---|---|
| 8 | 253 to 269 | omitted |
| 9, 10, 12 | 270, 271, 272 | substituted: winding up by the Tribunal; five circumstances in which a company may be wound up by the Tribunal, on a petition under section 272; who may petition |
| 13 | 275 | (2) substituted: the provisional liquidator or Company Liquidator "shall be appointed by the Tribunal from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code, 2016"; (4) omitted |
| 14 | 280 | substituted: jurisdiction of the Tribunal over suits, claims, applications under section 233 and questions of priorities |
| 18 | 326 | substituted: overriding preferential payments, workmen's dues and secured creditors' share, with an Illustration |
| 19 | 327 | new (7): "Sections 326 and 327 shall not be applicable in the event of liquidation under the Insolvency and Bankruptcy Code 2016"; "relevant date" in the Explanation substituted |
| 20, 21 | 329, 334 | substituted: transfer not in good faith void within one year before the winding-up petition; dispositions after commencement of winding up by the Tribunal void unless it otherwise orders |
| 22, 23 | 336, 337 | words about voluntary winding up replaced by "by the Tribunal under this Act" and "under this Act" |
| 24 to 28 | 342, 343, 347, 348, 357 | (2) to (4) of 342 omitted; 343(1), 347(1) and 348(1) substituted; 357 substituted: winding up by the Tribunal commences on presentation of the petition |
Two of these matter most for readers of the Code. Item 13 requires that a Company Liquidator under the Companies Act be appointed from among insolvency professionals registered under the Code, which links this Schedule to sections 206 and 207 (article 124). Item 19 says the priority provisions of sections 326 and 327 of the Companies Act do not apply in a liquidation under the Code. Our post on preferential payments in winding up under section 327 of the Companies Act, 2013 sets out that Act's own section.
Group 4: voluntary winding up omitted (items 15, 15A, 16, 17)
- Item 15: "Section 289 shall be omitted."
- Item 15A: "The heading 'Part II.- Voluntary winding up' shall be omitted."
- Item 16: "Sections 304 to 323 shall be omitted."
- Item 17: "Section 325 shall be omitted."
The Code's own route for voluntary liquidation is section 59; item 5 above redirects a cross-reference there.
Group 5: Tribunal benches and transfer of proceedings (items 31, 34)
- Item 31 substitutes section 419(4): the Central Government shall establish by notification such number of benches of the Tribunal "to exercise the jurisdiction, powers and authority of the Adjudicating Authority conferred on such Tribunal by or under Part II of the Insolvency and Bankruptcy Code, 2016".
- Item 34 substitutes section 434, "Transfer of certain pending proceedings". On a date notified by the Central Government, matters pending before the Company Law Board transfer to the Tribunal; an appeal lies to the High Court within sixty days (with up to sixty days more for sufficient cause); and proceedings under the Companies Act, 1956 pending before any District Court or High Court transfer to the Tribunal, with a proviso that only winding-up proceedings at a stage prescribed are transferred. A further proviso, shown with a footnote "Ins by Act No. 26 of 2018, sec.39 (w.e.f. 6-6-2018)", lets a party to winding-up proceedings pending immediately before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018 apply for transfer, and the Tribunal deals with it "as an application for initiation of corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016". The Central Government may make rules to ensure timely transfer.
The references to Acts here (the Companies Act, 1956, and the Companies Act, 2013) are quoted as printed; the reader should check the current law for the corresponding provisions.
Group 6: rules and remuneration (items 35, 36)
- Item 35 substitutes section 468(2) so that rules may provide for the mode of proceedings for winding up by the Tribunal, creditors' and members' meetings, calls, proof of debts and similar matters.
- Item 36 substitutes clause (b) in Part II, section III of Schedule V: a company that is newly incorporated (seven years from incorporation), a sick company with a scheme of revival or rehabilitation ordered by the Board for Industrial and Financial Reconstruction (five years from sanction) or "a company in relation to which a resolution plan has been approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 for a period of five years from the date of such approval" may pay remuneration "up to two times the amount permissible under section II".
Example (invented). A company, Trident Components Limited, goes into liquidation under the Code. Item 19 says sections 326 and 327 of the Companies Act do not apply in that liquidation. Had the company instead been wound up by the Tribunal under the Companies Act, item 13 would require the Company Liquidator to be appointed from among registered insolvency professionals. These readings follow the Schedule's words only.
The Amendment Act, 2026
The Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026) does not amend section 255 or the Eleventh Schedule. It does insert a definition of "registered valuer" in section 3 that points to Chapter XVII of the Companies Act, 2013, which this article does not explain. The Amendment Act, 2026 comes into force on the date or dates the Central Government notifies; the notification is not in the texts consulted, so check whether any related change has been notified.
Amendments and notifications made after 12 August 2021, other than the Amendment Act, 2026, are not in the texts consulted and should be checked.
Need help with a winding up or a liquidation?
Whether a company's affairs are dealt with under the Companies Act or under the Code can change who the liquidator is and which priority rules apply. Our team can go through the facts with you in a strike off company or Section 8 company matter and the sections above.
Key takeaways
- Section 255 calls in the Eleventh Schedule, which amends the Companies Act, 2013 in items numbered 1 to 36, with no item 11 printed.
- "Winding up" in the Companies Act is defined to include liquidation under the Code, as applicable.
- Voluntary winding up provisions (sections 304 to 323) and sections 253 to 269, 289 and 325 are omitted.
- Sections 326 and 327 of the Companies Act are made inapplicable to liquidation under the Code.
- Company Liquidators under the Companies Act are to be appointed from insolvency professionals registered under the Code.
Read next
- Sections 245 to 254: amendments to other Acts through the First to Tenth Schedules
- Twelfth Schedule: Acts listed for clause (d) of section 29A
- IBC vs Companies Act winding up: a comparison
- Winding up and liquidation: how the terms differ
Disclaimer: Based on the IBBI consolidated text of the Insolvency and Bankruptcy Code, 2016 amended up to 12 August 2021 and on the Insolvency and Bankruptcy Code (Amendment) Act, 2026 (No. 6 of 2026), which comes into force on the date or dates notified by the Central Government, as consulted on 2 October 2026. It explains the words of the statute only; commencement notifications, other amendments made after 12 August 2021, notified thresholds, the rules and IBBI regulations, and the way tribunals and courts apply these sections should be checked. This article is general information, not legal advice; check the official text before acting.