Winding up by Tribunal - Part 2
Section 286. Obligations of directors and managers
When a company is being wound up (closed down by the Tribunal), this section decides how much directors or managers of the company have to pay if the company’s money is not enough to cover its debts.
Even if a company is a limited company, a director or manager may have unlimited liability if this is stated in the company’s constitution (MOA/AOA) or required by law.
In such cases, that director or manager must personally contribute additional money during winding up.
Their liability is treated the same as a member of an unlimited company, meaning they can be required to pay without any limit, depending on the company’s debts.
This extra contribution is used to:
Pay off the company’s debts &
Cover winding-up expenses.
However, there are three protections (exceptions) for directors and managers:
(a). If they left the company one year or more before winding up started, they don’t have to pay.
(b). They don’t have to pay for any debts taken after they left their post.
(c). Even if they are still part of the company, they will only have to pay if the Tribunal thinks it is necessary to clear the company’s debts and expenses.
Section 287. Advisory Committee
287(1).
When the Tribunal orders a company to be wound up, it has the discretion to form an Advisory Committee.
The Advisory Committee is created only if the Tribunal thinks it is necessary or helpful.
The role of this committee is to:
Advise the Company Liquidator during the winding-up process.
Report to the Tribunal on matters that the Tribunal specifically directs.
287(2).
The Advisory Committee can have up to 12 members and not more than that.
The Tribunal selects the members based on what is appropriate for that particular winding-up case.
The committee may include:
Creditors of the company.
Contributories (shareholders who may have to contribute toward the debts).
Any other persons the Tribunal considers suitable.
287(3).
After the winding-up order is passed, the Company Liquidator must hold a meeting of:
The creditors and the contributories.
This meeting must be convened within 30 days from the date of the winding-up order.
The main purpose of the meeting is to allow the Tribunal to decide who should be appointed as members of the Advisory Committee.
The views and suggestions of creditors and contributories help the Tribunal choose appropriate members.
287(4) .
The Advisory Committee is allowed to inspect the company’s:
Books of accounts.
Records and documents.
Assets.
Properties.
This inspection can be done at reasonable times, ensuring access without disrupting the liquidator’s work.
The purpose is to keep the committee fully informed about the progress and status of the winding-up process.
287(5).
The way Advisory Committee meetings are to be held and managed is clearly prescribed.
The rules and procedures such as how meetings are called, how decisions are made, and how records are kept will be prescribed by law.
These procedures will be detailed in the Companies (Winding Up) Rules).
287(6).
Every meeting of the Advisory Committee shall be chaired by the Company Liquidator, who oversees and coordinates its discussions and decisions.
Section 288. Submission of periodical reports to Tribunal
288(1).
The Company Liquidator is required to keep the Tribunal updated on the progress of the winding-up.
He must submit periodic reports to the Tribunal.
At the very least, he must file one report every quarter (once every three months).
These reports must be prepared in the format and manner prescribed under the relevant rules.
288(2).
After receiving the liquidator’s periodic reports, the Tribunal can reconsider the winding-up process.
If the Company Liquidator applies for changes, the Tribunal may:
Review, or Modify any earlier orders it has passed.
The Tribunal will make such changes only if it believes they are necessary for the proper and efficient conduct of the winding-up.
289. [Omitted.]
Section 290. Powers and duties of Company Liquidator
290(1).
Subject to any directions issued by the Tribunal, the Company Liquidator has powers to manage, protect, and realise the company’s assets while winding up.
These powers help the liquidator efficiently close the company, pay creditors, and dissolve the entity.
(a). Carry on the business so far as necessary for beneficial winding up
The Liquidator is allowed to continue the company’s business only to the extent necessary for maximising value.
This may include:
Completing existing contracts.
Finishing work-in-progress.
Operating a shop briefly to sell remaining stock.
Taking any short-term action that increases the amount recoverable in liquidation.
He cannot trade speculatively or take unnecessary risks.
Every action must be solely for the benefit of creditors and contributories, ensuring the best possible recovery.
(b). Execute deeds, receipts and other documents in the company’s name (use company seal if needed)
The Liquidator takes over the company’s legal authority and can:
Sign contracts.
Issue receipts.
Execute releases.
Sign transfer documents.
Complete any other necessary legal paperwork.
(c). Sell immovable & movable property and actionable claims by public auction or private contract; transfer or sell in parcels
The Liquidator can sell all types of company property, including:
Land and buildings.
Plant and machinery.
Stock.
Actionable claims (like unpaid debts, insurance claims, or amounts recoverable through legal action).
The Liquidator may choose the best method to get maximum value:
Public auction.
Private/negotiated sale.
He may also sell assets as a whole or in separate parts, depending on what yields the highest recovery.
(d). Sell the whole undertaking as a going concern
If keeping the business running will produce better value for because of:
Goodwill.
Customer relationships.
Ongoing profitable contracts.
Then the Liquidator may sell the entire business as a going concern.
This usually helps secure a higher sale price compared to breaking the business into individual assets and selling them separately.
(e). Raise money on the security of the company’s assets
The Liquidator may borrow money and can use the company’s assets as security for such borrowing.
This money may be needed to cover costs like:
Preserving assets.
Running essential operations.
Sale-related expenses.
Conducting litigation.
Any borrowing must be prudent and done in the best interests of creditors.
If the situation is doubtful or contentious, the Liquidator may seek prior directions from the Tribunal.
(f). institute or defend any civil or criminal proceedings in the company’s name
The Liquidator can:
File lawsuits to recover the company’s assets or enforce its rights,
Defend any legal cases filed against the company, and
Pursue claims for wrongful trading, breach of duty, fraud, or any other misconduct.
In all such matters, the Liquidator acts on behalf of the company, either as plaintiff or defendant.
(g). Invite and settle claims of creditors, employees or other claimants and distribute sale proceeds according to statutory priorities
The Liquidator can:
Call for proofs of debt from all creditors.
Examine and decide each claim if it has to be accepted , rejected , or settle it.
Compromise disputed or doubtful claims if it benefits the estate.
Distribute the money realised from assets according to statutory priority:
Secured creditors.
Preferential creditors.
Unsecured creditors.
Contributories.
h). Inspect company records and returns on Registrar files or with other authorities
The Liquidator has the authority to:
Obtain statutory filings.
Inspect audit reports.
Review any other records held by the Registrar or relevant regulators.
(i). Prove rank and claim in the insolvency of any contributory for a balance against his estate and receive dividends as a separate debt
If a contributory (shareholder) becomes insolvent, the Liquidator can:
File a claim in that contributory’s insolvency/bankruptcy proceedings &
Recover any amount the contributory owes to the company.
The Liquidator will receive payment pari passu meaning on equal footing with other creditors according to insolvency laws.
(j). Draw, accept, make and endorse negotiable instruments in the company’s name
The Liquidator can:
Sign and issue cheques,
Endorse bills of exchange, promissory notes, and similar instruments, and
Carry out any financial transactions needed for winding up such as paying creditors or receiving funds.
All such actions legally bind the company, just as they would if done during normal business operations.
(k) Take out letters of administration to a deceased contributory and act in his official name to obtain payments
If a contributory (shareholder) has died and money or assets owed to the company are now part of their estate, the Liquidator may:
Apply for letters of administration in his official capacity, so he can legally access the estate, and
Recover any amounts due to the company.
Any money recovered is treated as recoverable by the Liquidator, just as if it were owed directly to him in the winding-up process.
(l). Obtain professional assistance or appoint agents / professionals
The Liquidator may hire qualified experts such as:
Valuers.
Lawyers.
Accountants.
Auctioneers.
Forensic specialists.
Insolvency professionals.
Any other technical experts to assist in the winding-up.
He may also delegate tasks that he cannot practically perform himself.
(m). Take all actions necessary for winding up, distribution and discharge of duties
This is a catch-all power.
The Liquidator may do anything required to complete the winding up, including:
Signing and verifying petitions, affidavits, and legal documents,
Executing sale deeds, contracts, and distribution statements,
Ossuing statutory notices and filing required returns,
Making payments and distributing funds, and
Performing any other act needed to realise assets and complete the liquidation.
(n). Apply to the Tribunal for orders or directions necessary for winding up
If the Liquidator faces any ambiguity, dispute, or new legal or factual issue, he may apply to the Tribunal for guidance.
He can seek directions or approvals for matters such as:
Selling property located in a foreign jurisdiction.
Approving a major compromise or settlement.
Resolving doubts about priority of payments.
Clarifying any unclear legal issue during liquidation.
290(2).
The Liquidator’s powers are not absolute and they operate under the overall supervision of the Tribunal.
This means:
The Tribunal may issue directions that restrict, permit, or supervise specific actions.
The actions can include approval before major asset sales, borrowing, or settlement of claims.
The Liquidator must seek directions from the Tribunal when an action is likely to be:
Contentious.
Significantly affecting creditor recoveries.
Legally uncertain.
290(3).
Additional duties as specified by the Tribunal
Beyond the powers listed, the Tribunal can assign further duties.
This includes:
Preparing special reports, periodic progress returns or accounting formats.
Carrying out specific investigations and filing reports with the Tribunal.
Implementing a Tribunal-ordered sale process or settlement mechanism
Executing specific protections for employees, creditors or public interest.
Fiduciary duty / best-interests standard:
Liquidator must act bona fide, with care and impartiality for creditors and contributories.
The Liquidator’s decisions must aim to maximise realisations and be commercially reasonable.
Records and transparency:
All actions, receipts, payments, contracts, minutes and valuation reports must be documented.
The Liquidator’s file is open to the Tribunal and, often, to creditors and contributories.
Professional assistance & conflicts:
The Liquidator routinely engages specialists.
Any conflict of interest must be disclosed (the Liquidator files a declaration on conflicts as per the Act).
Distribution follows statutory priority:
Cash realisations are distributed as per the Act’s priority rules.
The priorirty is as follows:
Secured creditors (subject to enforcement rights).
Costs of liquidation.
Preferential debts.
Unsecured creditors
Contributories.
Legal risk management:
Before bringing or defending complex litigation, the Liquidator will assess costs/benefits.
Tribunal permission may be sought for high-cost or strategic litigation.
Interaction with other laws / regulators:
For regulated entities (banks, insurers, listed companies), the Liquidator must coordinate with sectoral regulators, stock exchanges and other authorities.
Cross-border assets:
Where assets are located abroad, Liquidator may seek Tribunal directions and cooperate with foreign courts/authorities for recognition and assistance.
Section 291. Provision for professional assistance to Company Liquidator
291(1) .
This subsection allows the Company Liquidator to take professional help while carrying out the winding-up process.
The Liquidator cannot do everything alone and winding up a company involves accounting, legal, valuation, and compliance work.
Therefore, the law allows him to appoint qualified professionals such as:
Chartered Accountants (CA): For financial audits, preparing statements of accounts, and valuation of assets.
Company Secretaries (CS): For handling corporate records, statutory filings, and regulatory compliance.
Cost Accountants: For cost and management accounting or cost verification.
Legal Practitioners: For handling lawsuits, contracts, or any legal proceedings.
Any other professional: As required (for example, valuers, engineers, or insolvency experts).
However, such appointments must be approved by the Tribunal.
The Tribunal will review whether the assistance is truly needed, whether the professional chosen is appropriate, and whether the proposed terms and conditions (fees, duties, duration) are reasonable.
Once approved, these professionals assist the Liquidator in performing his statutory duties effectively under the Companies Act.
291(2).
Every professional appointed under this section must immediately disclose to the Tribunal any conflict of interest or lack of independence related to the appointment.
For example, if a chartered accountant appointed by the Liquidator had earlier worked for the same company or for a creditor involved in the liquidation, that relationship must be disclosed.
Such disclosure helps the Tribunal decide whether to confirm or cancel the appointment to avoid bias or influence.
Section 292. Exercise and control of Company Liquidator’s powers
292(1).
The Company Liquidator, while managing the company’s assets and distributing them among creditors, must follow the directions given:
By the creditors or contributories (members/shareholders) through a resolution passed in a general meeting.
By the Advisory Committee, if one has been appointed under Section 287.
So the Liquidator cannot act purely on his own discretion and he must consider and respect the decisions made by these stakeholders when carrying out the winding-up process.
298(2).
If there is any conflict between the directions given by:
The Advisory Committee & The general meeting of creditors or contributories, then:
The decision of the creditors or contributories shall override that of the Advisory Committee.
298(3)
The Company Liquidator must maintain proper communication with the stakeholders during the winding-up process.
First, the Liquidator has the discretion to call meetings of creditors or contributories whenever he considers it necessary.
These meetings help him understand their views, obtain approval on important decisions, or discuss matters affecting the liquidation, such as asset sales, compromises, or distribution plans.
In addition to this discretionary power, the Liquidator is also under a mandatory duty to call such meetings in two situations:
When creditors or contributories pass a resolution requiring a meeting at a particular time or
When a written request is made by at least one-tenth in value (10%) of the creditors or contributories
298(4).
Any person who feels aggrieved (wronged or dissatisfied) by an act or decision of the Company Liquidator has the right to approach the Tribunal.
The Tribunal may then:
Confirm (approve) the Liquidator’s decision.
Reverse (cancel) it.
Modify (change) it.
And may also issue any other order that it considers just and fair in the circumstances.
Section 293. Books to be kept by Company Liquidator
293(1).
The Company Liquidator is required to maintain proper books of accounts and records in the manner prescribed under the rules.
These books must include:
Minutes or entries of all meetings held during the winding-up process.
Details of important proceedings and transactions, such as asset sales, settlements of debts, payments made, or other actions taken during liquidation.
Any other prescribed matters, as directed under the Companies (Winding Up) Rules or by the Tribunal.
293(2).
Any creditor (person to whom the company owes money) or contributory (shareholder/member) has the right to inspect these books:
Either personally, or through an authorized agent .
The Tribunal may impose conditions or restrictions on such inspection to prevent misuse, protect confidentiality, or maintain order.
Section 294. Audit of Company Liquidator’s accounts
294(1).
The Company Liquidator must keep proper, accurate, and regularly updated books of account during the entire winding-up process.
These books must be maintained in the prescribed form and manner, as required by law.
They must clearly record every amount of money received by the Liquidator and every amount paid out, along with supporting details.
294(2).
The Liquidator must submit his accounts to the Tribunal at regular intervals during the winding-up process.
He must submit these accounts at least twice every year:
Once every six months.
More frequently, if required.
The accounts must be prepared in duplicate (two copies) and in the prescribed statutory format.
The Liquidator must attach a declaration stating that the accounts are true, complete, and correct to the best of his knowledge.
294(3).
The Tribunal will audit the accounts of the Company Liquidator in such manner as it deems fit.
For this purpose:
The Liquidator must provide the Tribunal with vouchers, documents, and any information needed for verification.
The Tribunal has the power to inspect or demand production of the Liquidator’s books of account at any time.
294(4).
After the audit is completed:
One copy of the audited accounts must be filed with the Tribunal.
Another copy must be delivered to the Registrar of Companies (ROC).
These records shall be open for inspection by:
Any creditor.
Contributory (shareholder).
Any interested person.
294(5).
If the company under liquidation is a Government company, then:
The Liquidator must send a copy of the audited accounts to the concerned government authorities:
To the Central Government, if it is a member.
To the State Government, if it is a member.
To both Central and State Governments, if both are members.
294(6).
After the accounts are audited, the Company Liquidator must get the full accounts or a summary of them printed.
The Liquidator must then send a printed copy of the audited accounts or their summary by post to:
Every creditor
Every contributory.
The Tribunal has the power to waive (dispense with) this requirement if it considers it appropriate in a particular case.
Section 295. Payment of debts by contributory and extent of set-off
295(1).
Once a winding-up order is passed, the Tribunal may direct any contributory to pay money that is already due to the company.
This includes:
Amounts the contributory personally owes to the company.
Amounts owed by the estate of a deceased contributory whom he represents.
295(2).
When the Tribunal orders a contributory to pay money to the company, it may allow the contributory to set off (deduct) amounts that the company legally owes him, but only under specific conditions.
This means:
If the contributory has a valid claim against the company.
And that claim is one which could legally be set off in a normal lawsuit.
Then the Tribunal may permit the contributory to subtract that amount from what he must pay.
Set-off is allowed only where it is fair, lawful, and consistent with insolvency principles, and not in cases of fraudulent preferences or invalid claims.
When the Tribunal makes such an order, it may allow certain set-offs under certain conditions:
(a) For an unlimited company:
The Tribunal may permit a contributory to set off (adjust) money that the company owes him only if:
The debt arises from an independent contract or dealing with the company.
The debt could be arising from a loan given to the company, goods supplied, or services rendered.
The debt does not arise from membership, meaning:
Non-payment of dividends.
Non-Payment of profits.
Any amount owed to him as a shareholder cannot be set off.
(b) For a limited company:
Only directors or managers whose liability is unlimited (a rare case) are entitled to such a set-off.
Their estate can also claim this right.
295(3).
If the company whether limited or unlimited has paid all its creditors in full, then the rule becomes more flexible.
In this situation, any amount the company owes to a contributory can be set off against the amount that contributory must pay under any call made during winding up.
This includes all types of dues, even those arising because he is a member, such as:
Unpaid dividends.
Return of capital.
Any other amount payable to him by the company.
This is allowed because no creditor’s interest is harmed, and the remaining adjustments concern only contributories among themselves.
Section 296. Power of Tribunal to make calls
(a).
After a winding-up order is passed, the Tribunal may at any time require contributories to pay amounts they owe.
This involves:
1. Making “calls” on contributories
The Tribunal can demand payment from all or selected contributories whose names appear in the list of contributories.
2. Only up to their legal liability
No contributory can be asked to pay more than what he is liable for, such as:
Unpaid share capital.
Amount legally required under the company’s constitution.
3. Purpose of making calls
Money collected is used to:
Pay the company’s debts and liabilities.
Cover winding-up costs, charges, and expenses.
Adjust rights among contributories.
(b).
Once such calls have been made, the Tribunal can issue an order directing the contributories to pay the amounts demanded.
This order is binding and enforceable so that contributories must comply and make the payments as instructed by the Tribunal.
Section 297. Adjustment of rights of contributories
The Tribunal will check whether each contributory (shareholder/member) has contributed the amount they are legally required to.
If someone has paid more than their share then they may be reimbursed to correct the imbalance.
If someone has paid less then they may be required to pay the remaining amount to settle their liability.
After all debts are paid and all contributory adjustments are made, if any surplus money or assets remain then:
They will be distributed among the persons entitled usually shareholders according to the company’s articles or the law.
Section 298. Power to order costs
When a company is being wound up and its assets are insufficient to pay all its debts and liabilities then:
The Tribunal (NCLT) has the power to decide the order and manner in which the remaining funds will be distributed among creditors and contributories.
Section 299. Power to summon persons suspected of having property of company
299(1).
Once a provisional liquidator is appointed or a winding-up order is passed, the Tribunal may summon:
Any officer of the company.
Any person who is believed or suspected to:
Hold property.
Possess books or papers belonging to the company,
Owe money to the company, or
Be capable of giving information about the company’s:
Promotion or formation.
Business dealings.
Assets or records.
Overall affairs.
299(2).
Anyone summoned by the Tribunal may be examined under oath.
The examination can be done:
Orally.
Through written questions (interrogatories).
By affidavit.
If the examination is oral, the Tribunal may:
Record the answers in writing.
Require the person to sign the recorded statement.
299(3).
The Tribunal can require anyone it summons to produce books, papers, or documents of the company that are in their custody or control.
If the person claims a lien (a right to hold the documents until a debt is paid), they must still produce the documents when ordered.
Their lien, however, remains intact, and the Tribunal will decide any dispute regarding that lien.
299(4).
The Tribunal may order the Company Liquidator to submit a report about any company property or debt that is in the possession of another person.
This helps the Tribunal:
Identify assets belonging to the company.
Assess amounts that can be recovered.
Ensure nothing is wrongfully withheld.
299(5).
After conducting an inquiry, if the Tribunal is satisfied that:
(a) The person owes money to the company
The Tribunal may order that person to pay the amount due (or part of it).
Payment must be made to the provisional liquidator or liquidator,
In the time and manner the Tribunal considers fair.
The Tribunal may also order the person to pay the costs of the examination.
(b) The person holds company property
The Tribunal may order that the property (or any part of it) be delivered to the provisional liquidator or liquidator.
Delivery must be made at the time, in the manner, and on the terms set by the Tribunal.
299(6).
If a person who has been summoned by the Tribunal and the person does not appear at the scheduled time and has no reasonable cause for the absence, the Tribunal may:
Impose costs on that person.
299(7).
Any order passed under Section 299(5) whether directing:
(a). Payment of money
(b). Delivery of property , it is is enforced just like a civil court decree under the Code of Civil Procedure, 1908.
299(8).
If a person obeys an order under Section 299(5) by:
Paying the required money.
Delivering the required property to the liquidator, then that person is fully discharged from any further liability for that debt or property.
They cannot be asked to pay again or face future claims for the same amount unless the Tribunal’s order expressly says otherwise.
Section 300. Power to order examination of promoters, directors
300(1).
When a company is ordered to be wound up, and the Company Liquidator reports that fraud has been committed by any person in relation to:
The promotion of the company
Its formation.
Its business operations.
The conduct of any officer, then the Tribunal may take action.
The Tribunal can:
Order the suspected person or officer to appear before it on a specified date.
Examine that person about:
How the company was promoted or formed.
How the company’s business was conducted.
The person’s own conduct and dealings as an officer.
300(2).
The Company Liquidator must take part in the Tribunal’s examination of the person suspected of fraud.
If needed, and with specific permission of the Tribunal, the Liquidator may take the help of a lawyer or other legal assistance approved by the Tribunal.
300(3).
The person directed to appear must be examined under oath and must answer all questions that the Tribunal puts to him or permits to be asked.
300(4).
(a) Before the examination, the person must be given a copy of the Liquidator’s report, but he has to pay for it himself.
(b) The person may, at his own expense, hire professionals such as:
Chartered accountants.
Company secretaries.
Cost accountants.
Legal practitioners who are allowed to appear before the Tribunal.
These professionals may ask him questions during the examination, but only to the extent the Tribunal permits, to help him clarify or explain his answers.
300(5).
If the person being examined asks the Tribunal to clear him of the allegations made or implied against him:
The Company Liquidator must be present at that hearing.
The Liquidator must inform the Tribunal of any relevant facts or issues related to the case.
300(6).
If the Tribunal, after reviewing the evidence or witness statements brought by the Company Liquidator, decides to clear the person of the allegations, then:
The Tribunal may order that the applicant be paid costs.
The amount will be whatever the Tribunal considers appropriate.
300(7).
The entire examination must be written down (recorded in writing).
These notes must be read over to the person examined (or read by him) and signed by him.
A copy of the signed notes must be given to the person examined.
The recorded notes may later be used as evidence against him, if needed.
The notes must also be open for inspection by any creditor or contributory at reasonable ti
300(8).
The Tribunal may adjourn (postpone) the examination as it considers appropriate.
300(9).
The Tribunal may order that the examination be conducted before any person or authority authorised by the Tribunal.
300(10).
The person or authority who actually conducts the examination may exercise all the Tribunal’s powers related to the conduct of the examination, except powers relating to costs.
Section 301. Arrest of person trying to leave India or abscond.
301(1).
If a company is being wound up (even before the final order), and the Tribunal believes that a contributory or any person holding the company’s property, books, or documents is:
Planning to leave India.
Trying to abscond.
Attempting to hide or remove property to avoid payment or avoid being examined, then the Tribunal can take preventive steps.
The Tribunal may:
(a) Detain the person, meaning they can be stopped from leaving until the Tribunal decides otherwise.
(b) Order seizure of the person’s books, papers, and movable property, so these remain safely preserved until the Tribunal gives further instructions.
Section 302. Dissolution of company by Tribunal
302(1).
When the company’s affairs have been completely wound up, the Company Liquidator must apply to the Tribunal for an order of dissolution.
This means that once all assets are realised, debts settled, and accounts completed, the Liquidator must formally request that the company be legally dissolved.
302(2).
After receiving such an application, the Tribunal shall order that the company be dissolved from the date of the order.
Even without a formal application, the Tribunal may also order dissolution if it considers it just and reasonable based on the circumstances.
Once such an order is made, the company stands dissolved from that date.
302(3).
Within thirty days from the date of the dissolution order, the Tribunal must:
(a) Send a copy of the dissolution order to the Registrar, who shall enter a note in the register stating that the company has been dissolved.
(b) Direct the Company Liquidator to send a copy of the dissolution order to the Registrar, who shall record this dissolution in the company’s register.
Section 303. Appeals from orders made before commencement of Act
Any winding-up order passed by a Court before the Companies Act, 2013 came into force continues to be valid and enforceable.
The new Act does not change, cancel, or affect such orders.
If someone wants to appeal against such an old winding-up order then:
The appeal must be filed before the same appellate authority that existed before the 2013 Act.
Appeals for these cases do not shift to the new appeal system under the 2013 Act.
