The Government of Kerala, on November 8, 2025, has introduced amendments to the Kerala Non-Trading Companies General Rules and Forms, 1968, originally notified under S.R.O. No. 254/68. The amendments have been made in exercise of the powers conferred under Section 3 of the Kerala Non-Trading Companies Act, 1961 (Act 42 of 1961) to align the State law with the repealed provisions of the Companies Act, 1956, as recognized by the Hon’ble High Court in WP(C) No. 13114/2020.
The amendment introduces definitions for “Government” and “Official Liquidator” and provides a detailed framework for the maintenance of accounts, operation of bank accounts, remittance procedures, investment of surplus funds, and periodic examination of accounts by official liquidators. The new provisions (Rules 19A to 19J) mandate that every official liquidator maintain separate accounts for each company under liquidation, deposit all receipts with the Reserve Bank of India, and invest surplus funds in approved securities or interest-bearing deposits in nationalized banks. Furthermore, it prescribes that the Companies (Court) Rules, 1959 shall apply mutatis mutandis to winding-up proceedings under the Kerala Non-Trading Companies framework.
This amendment ensures regulatory coherence between the State and Central corporate winding-up mechanisms and provides a transparent, accountable structure for handling liquidation proceeds under the Kerala Non-Trading Companies Act. The rules will come into effect from the date notified in the Official Gazette.
[Notification No. S.R.O. 1286/2025]
