Section 352 — Company Liquidation Dividend and Undistributed Assets Account

(1) Where any company
is being wound up and the liquidator has in his hands or under his control any money representing—
(a) dividends payable to any creditor but which had remained unpaid for six months after the date
on which they were declared; or
(b) assets refundable to any contributory which have remained undistributed for six months after
the date on which they become refundable,
the liquidator shall forthwith deposit the said money into a separate special account to be known as the
Company Liquidation Dividend and Undistributed Assets Account maintained in a scheduled bank.
(2) The liquidator shall, on the dissolution of the company, pay into the Company Liquidation Dividend
and Undistributed Assets Account any money representing unpaid dividends or undistributed assets in his
hands at the date of dissolution.

1. Subs. by Act 29 of 2020, s. 50, for sub-section (6) (w.e.f. 21-12-2020).
2. Sub-section (7) omitted by Act 29 of 2020, s. 50 (w.e.f. 21-12-2020).

(3) The liquidator shall, when making any payment referred to in sub -sections (1) and (2), furnish to
the Registrar, a statement in the prescribed form, setting forth, in respect of all sums included in such
payment, the nature of the sums, the names and last known addresses of the persons entitled to participate
therein, the amount to which each is entitled and the nature of his claim thereto, and such other particulars
as may be prescribed.
(4) The liquidator shall be entitled to a receipt from the scheduled bank for any money paid to it under
sub-sections (1) and ( 2), and such receipt shall be an effectual discharge of the Company L iquidator in
respect thereof.
(5) Where a company is being wound up voluntarily, the Company Liquidator shall, when filing a
statement in pursuance of sub-section (1) of section 348, indicate the sum of money which is payable under
sub-sections (1) and (2) of this section during the six months preceding the date on which the said statement
is prepared, and shall, within fourteen days of the date of filing the said statement, pay that sum into the
Company Liquidation Dividend and Undistributed Assets Account.
(6) Any person claiming to be entitled to any money paid into the Company Liquidation Dividend and
Undistributed Assets Account, whether paid in pursuance of this section or under the provisions of any
previous company law may apply to the Registrar for payment thereof, and the Registrar, if satisfied that
the person claiming is entitled, may make the payment to that person of the sum due:
Provided that the Registrar shall settle the claim of such person within a period of sixty days from the
date of receipt of such claim, failing which the Registrar shall make a report to the Regional Director giving
reasons of such failure.
(7) Any money paid into the Company Liquidation Dividend and Undistributed Assets Account in
pursuance of this section, which remain s unclaimed thereafter for a period of fifteen years, shall be
transferred to the general revenue account of the Central Government, but a claim to any money so
transferred may be preferred under sub-section (6) and shall be dealt with as if such transfer had not been
made and the order, if any, for payment on the claim will be treated as an order for refund of revenue.
(8) Any liquidator retaining any money which should have been paid by him into the Company
Liquidation Dividend and Undistributed Assets Account under this section shall—
(a) pay interest on the amount so retained at the rate of twelve per cent. per annum and also pay
such penalty as may be determined by the Registrar:
Provided that the Central Government may in any proper case remit either i n part or in whole the
amount of interest which the liquidator is required to pay under this clause;
(b) be liable to pay any expenses occasioned by reason of his default; and
(c) where the winding up is by the Tribunal, also be liable to have all or such part of his