Companies (Winding Up) Rules, 2020
MINISTRY OF CORPORATE AFFAIRS
New Delhi, the 24th January, 2020
G.S.R. 46(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 468 and subsections
(1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby
makes the following rules, namely:—
1. Short title, commencement and application.–
(1) These rules may be called the Companies (Winding Up) Rules, 2020.
(2) They shall come into force on the 1st day of April, 2020.
(3) These rules shall apply to winding up under of Companies Act 2013 (18 of 2013).
2. Definitions.- In these rules, unless the context or subject matter otherwise requires, -
(a) ―Act‖ means the Companies Act, 2013 (18 of 2013);
(b) ―Form‖ means a Form annexed to these rules;
(c) ―Registrar‖ means the Registrar of the National Company Law Tribunal or National Company Law
Appellate Tribunal and includes such other officer of the Tribunal or Bench thereof to whom the powers and
functions of the Registrar are assigned;
(d) ―Registry‖ means the Registry of the Tribunal or any of its Benches or of the Appellate Tribunal, as the case
may be, which keeps records of the applications and documents relating thereto;
(e) ―Section‖ means section of the Act;
(f) words and expressions used and not defined in these rules but defined in the Act shall have the meanings
respectively assigned to them in the Act.
WINDING UP BY TRIBUNAL
3. Petition for winding up.- (1) For the purposes of sub-section (1) of section 272, a petition for winding up of
a company shall be presented in Form WIN 1or Form WIN 2, as the case may be, with such variations as the
circumstances may require, and shall be presented in triplicate.
(2) Every petition shall be verified by an affidavit made by the petitioner or by the petitioners, where there are
more than one petitioners, and in case the petition is presented by a body corporate, by the Director, Secretary or
any other authorised person thereof, and such affidavit shall be in Form WIN 3.
4. Statement of affairs.- The statement of affairs, as required to be filed under sub-section (4) of section 272 or
sub-section (1) of section 274, shall be in Form WIN 4 and shall contain information up to the date which shall
not be more than thirty days prior to the date of filling the petition or filling the objection as applicable and the
statement of affairs shall be made in duplicate, duly verified by an affidavit, and affidavit of concurrence of the
statement of affairs shall be in Form WIN 5.
5. Admission of petition and directions as to advertisement.- Upon filing of the petition, it shall be posted
before the Tribunal for admission of the petition and fixing a date for the hearing thereof and for appropriate
directions as to the advertisements to be published and the persons, if any, upon whom copies of the petition are
to be served, and where the petition has been filed by a person other than the company, the Tribunal may, if it
thinks fit, direct notice to be given to the company and give an opportunity of being heard, before giving
directions as to the advertisement of the petition, if any, and the petitioner shall bear all costs of the
6. Copy of petition to be furnished.- Every contributory of the company shall be entitled to be furnished by the
petitioner or by his authorised representative with a copy of the petition within twenty four hours of his
requiring the same on payment of five rupees per page.
7. Advertisement of petition.- Subject to any directions of the Tribunal, notice of the petition shall be
advertised not less than fourteen days before the date fixed for hearing in any daily newspaper in English and
vernacular language widely circulated in the State or Union territory in which the registered office of the
company is situated, and the advertisement shall be in Form WIN 6.
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8. Application for leave to withdraw petition.- (1) A petition for winding up shall not be withdrawn after
presentation without the leave of the Tribunal subject to compliance with any order of the Tribunal, including as
(2) An application for leave to withdraw a petition for winding up which has been advertised in accordance with
the provisions of rule 7 shall not be heard at any time before the date fixed in the advertisement for the hearing
of the petition.
9. Substitution for original petitioner.- (a) Where a petitioner –
(i) is not entitled to present a petition; or
(ii) fails to advertise his petition within the time prescribed by these rules or by order of Tribunal; or
(iii) consents to withdraw the petition, or to allow it to be dismissed, or fails to appear in support of his petition
when it is called on in Tribunal on the day originally fixed for the hearing thereof, or any day to which the
hearing has been adjourned; or
(iv) if appearing, does not apply for an order in terms of the prayer of his petition; or,
(b) where in the opinion of the Tribunal there is other sufficient cause for an order being made under this rule,
the Tribunal may, upon such terms as it may think just, substitute as petitioner any other person who, in the
opinion of the Tribunal, would have a right to present a petition, and who is desirous of prosecuting the petition.
10. Procedure on substitution.- Where the Tribunal makes an order substituting a contributory as petitioner in
a winding up petition, it shall adjourn the hearing of the petition to a date to be fixed by the Bench and direct
such amendments of the petition as may be necessary and such contributory shall, within seven days from the
making of the order, amend the petition accordingly, and file two legible and clean copies thereof together with
an affidavit in duplicate setting out the grounds, on which he supports the petition and the amended petition
shall be treated as the petition for the winding up of the company and shall be deemed to have been presented on
the date on which the original petition was presented.
11. Affidavit-in-objection.- Any affidavit in objection to the petition under sub-section (1) of section 272 shall
be filed within thirty days from the date of order, and a copy of the affidavit shall be served on the petitioner or
his authorised representative forthwith and copies of the affidavit shall also be given to any contributory
appearing in support of the petition who may require the same on payment of five rupees per page within three
12. Affidavit in reply.- An affidavit in reply to the affidavit in objection to the petition shall be filed not less
than seven days before the day fixed for the hearing of the petition, and a copy of the affidavit in reply shall be
served on the day of the filing thereof on the person by whom the affidavit in objection was filed or his
13. Applicability.- Unless specified otherwise, the rules hereinafter shall apply to all types of liquidators.
14. Appointment of provisional liquidator or Company Liquidator.-
(1) After the admission of a petition for the winding up of a company by the Tribunal, and upon proof by
affidavit of sufficient ground for the appointment of a provisional liquidator, the Tribunal, if it thinks fit, and
upon such terms and conditions as in the opinion of the Tribunal shall be just and necessary, may appoint a
provisional liquidator of the company, pending final orders on the winding up petition, in pursuance of clause
(c) of sub-section (1) of section 273, and where the company is not the applicant, notice of the application for
appointment of provisional liquidator shall be given to the company in Form WIN 7 and the company shall be
given a reasonable opportunity to make its representation unless the Tribunal, for reasons to be recorded in
writing, dispenses with such notice.
(2) The order appointing the provisional liquidator shall set out the restrictions and limitations, if any, on
his powers imposed by the Tribunal in accordance with the sub-section (3) of section 275 and the order shall be
in Form WIN 8, with such variations as may be necessary.
(3) An order for the appointment of a provisional liquidator as passed in accordance with clause (c) of subsection
(1) of section 273 shall also state that it will be the duty of every person, who is in possession of any
property, books or papers, cash or any other assets of the company, including the benefits derived therefrom, to
surrender forthwith such property, books or papers, cash or other assets and the benefits so derived, as the case
may be, to the provisional liquidator.
(4) Where an order for the appointment of provisional liquidator or Company Liquidator, as the case may
be, has been made, the Registrar shall, as provided in sub section (1) of section 277 within a period not
exceeding seven days from the date of passing of the order, send intimation to the Company Liquidator or
provisional liquidator in Form WIN 9 by registered post or by speed post or by courier service or by electronic
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means and a copy of the order for the appointment of provisional liquidator or Company Liquidator, as the case
may be, shall also be sent to the Registrar of Companies together with a copy of the petition and the affidavit, if
any, filed in support thereof.
(5) The provisional liquidator or the Company Liquidator, as the case may be appointed by the Tribunal
shall file a declaration in Form WIN 10 disclosing conflict of interest or lack of independence in respect of his
appointment, if any, with the Tribunal within seven days from the date of appointment.
(6) The provisional liquidator or the Company Liquidator, as the case may be shall be appointed by the
Tribunal from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) unless the official liquidator is appointed.
15. Rules applicable to provisional liquidator.– The rules relating to Company Liquidators shall apply to
provisional liquidators, so far as applicable, subject to such directions as the Tribunal may give in each case.
16. Costs, etc., of provisional liquidator.- Subject to any order of the Tribunal, all the costs, charges and
expenses incurred by the provisional liquidator shall be paid out of the assets of the company and if the
company does not have sufficient assets or any assets to pay the costs, charges and expenses, the Tribunal may
make appropriate orders in this regard.
WINDING UP ORDER
17. Order to be sent to liquidator and form of order.- (1) For the purposes of sub section (1) of section 277,
the order for winding up shall be in Form WIN 11 with such variations as may be necessary and the order for
winding-up shall be sent by the Registrar after it is signed and sealed within a period not exceeding seven days
from the date of receipt of the order by the Registrar, to the Company Liquidator and the Registrar of
Companies in Form WIN 12 and Form WIN 13, and the copy of the order sent to Company Liquidator shall be
accompanied by a copy of the petition and the affidavit, if any, filed in support thereof if not already sent at the
time of appointment of the provisional liquidator.
(2) The Company Liquidator shall cause a sealed copy of the order to be served upon the company in
accordance with the provisions of section 20, at its registered office or if there is no registered office, at its
principal or last known principal place of business, or upon such other person or persons or in such manner as
the Tribunal may direct.
(3) A copy of the order made by the Tribunal shall also be filed by the liquidator within thirty days of the receipt
with the Registrar of Companies in form INC-28 of the Companies (Incorporation) Rules, 2014.
18. Contents of winding up order.– An order for winding up a company shall inter-alia contain that it will be
the duty of such of the persons as are liable to submit the books of account of the company completed and
audited upto the date of the order, to attend on the Company Liquidator at required time and place and give him
all the information, and it will be the duty of every person who is in possession of any property, books or papers,
cash or any other assets of the company, including the benefits derived therefrom, to surrender forthwith such
property, books or papers, cash or other assets and the benefits so derived , as the case may be, to the Company
19. Directions on making winding up order.- At the time of making the winding up order, or at any time
thereafter, the Tribunal shall give directions to the petitioner as to the advertisement of the order and the
persons, if any, on whom the order shall be served and the persons, if any, to whom notice shall be given of the
further proceedings, in the liquidation, and such further directions as may be necessary.
20. Advertisement of order.- Save as otherwise ordered by the Tribunal, the order for the winding up of a
company by the Tribunal shall, within fourteen days of the date of the order, be advertised by the petitioner in a
newspaper in the English language and a newspaper in vernacular language widely circulating in the State or
the Union territory where the registered office of the company is situated and shall be served by the petitioner
upon such person, if any, and in such manner as the Tribunal may direct, and the advertisement shall be in
Form WIN 14.
21. Declaration by Company Liquidator.– The declaration by the Company Liquidator regarding disclosing
conflict of interest or lack of independence, if any, in respect of his appointment as Company Liquidator as
referred to in sub-section (6) of section 275 shall be filed in Form WIN 10 with the Tribunal.
22. Company Liquidator to take charge of assets and books and papers of company.– (1) On a winding up
order being made, the Company Liquidator shall, forthwith take into his custody or under his control all the
properties and effects, actionable claims and the books and papers of the company, and it shall be the duty of all
persons having custody of any of the properties, books and papers, cash or any other assets of the company, to
deliver possession thereof to the Company Liquidator.
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(2) Where the company, its promoters, its key managerial personnel or any other person required to cooperate
with the liquidator does not so cooperate, the liquidator may make an application to the Tribunal for an
(3) The Tribunal, on receiving an application under sub-rule (2), shall by an order, direct such promoters,
key managerial personnel or other person (including contractual counter party, supplier, service provider or
(a) to provide the information requested by the liquidator; and
(b) to comply with the instructions of the liquidator and to cooperate with him in collection of information
and taking custody of the assets, properties and books of accounts.
23. Form of proceedings after winding up order is made.- After a winding up order is made or a provisional
liquidator is appointed, every subsequent proceeding in the winding up shall bear the original number of the
winding up petition besides its own distinctive number, but against the name of the company in the cause-title,
the words 'in liquidation' or ‗in provisional liquidation‘ as the case may be, shall appear in brackets.
APPLICATION FOR STAY OF SUITS ETC. ON WINDING UP ORDER
24. Application for leave to commence or continue suit or proceeding.- An application under sub-section (1)
of section 279 for leave of the Tribunal to commence or continue any suit or other legal proceeding by or
against the company shall be made in Form WIN 15 upon notice to the Company Liquidator and the parties to
the suit or proceeding sought to be commenced or continued.
REPORTS BY COMPANY LIQUIDATOR UNDER SECTION 281
25. Report by Company Liquidator.– (1) The report to be submitted by the Company Liquidator under subsection
(1) of section 281 shall be in Form WIN 16 with such variations as may be necessary and the Company
Liquidator may make further report or reports, if he thinks fit, according to the provisions of sub-section (4) of
the said section.
(2) It shall be the duty of the promoters, directors, officers, employees and every person who has made or
concurred in making of the statement of affairs, if and when required, to attend on the Company Liquidator and
answer all such questions as may be put to him, give all such further information as may be required from him,
and provide such assistance as may be required by the Company Liquidator.
(3) The Tribunal shall, within seven days from the receipt of such report, fix a date for the consideration
thereof by the Tribunal and notify the date on the notice board of the Tribunal and to the Company Liquidator.
26. Inspection of statement of affairs and report.– Every creditor or contributory, by himself, or by his agent,
shall be entitled to inspect the statement of affairs submitted under sub-section (4) of section 272 or sub-section
(1) of section 274 and the report of the Company Liquidator submitted under sub-rule (1) of rule 25, on
payment of a fee of one thousand rupees and to obtain copies thereof or extracts therefrom on payment of a fee
of five rupees per page.
27. Consideration of report by Tribunal.- The consideration of the report made by the Company Liquidator
pursuant to section 281, shall be placed before the Tribunal, and the Company Liquidator shall personally or by
authorised representative attend the consideration of the said report and give the Tribunal any further
information or explanation with reference to the matters contained therein which the Tribunal may require and
on consideration of the aforesaid report, the Tribunal may pass such orders and give such directions as it may
SETTLEMENT OF LIST OF CONTRIBUTORIES
28. Provisional list of contributories.– (1) Unless the Tribunal dispenses with the settlement of a list of
contributories, the Company Liquidator shall prepare and file in the Tribunal not later than twenty-one days
after the date of the winding up order a provisional list of contributories of the company with their names and
addresses, the number of shares or the extent of interest to be attributed to each contributory, the amount called
up and the amount paid up in respect of such shares or interest, and distinguishing in such list the several classes
(2) The list shall consist of every person who was a member of the company at the commencement of the
winding up or his representative, and shall be divided into two parts, the first part consisting of those who are
contributories in their own right, and the second part, of those who are contributories as being representatives of,
or liable for the debts of others, as required under sub-section (1) of section 281, and the list shall be in Form
29. Notice to be given of date of settlement.- (1) Upon the filing of the provisional list of contributories
mentioned in rule 28, the Company Liquidator shall obtain a date from the Tribunal for settlement of the list of
contributories and shall give notice of the date appointed to every person included in such list, stating in such
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notice in what character and for what number of shares or extent of interest such person is included in the list,
the amount called up and the amount paid up in respect of such shares or interest, and informing such person by
such notice that if he intends to object to his being settled as a contributory in such character and for such
number of shares or interest as mentioned in the list, he should file in Tribunal his affidavit in support of his
contention and serve a copy of the same on the Company Liquidator not less than two days before the date
fixed for the settlement, and appear before Tribunal on the date appointed for the settlement in person or by
authorised representative and such notice shall be in Form WIN 18 , and shall be sent in the mode set out in
section 20 so that it reaches the contributories not less than fourteen days before the date fixed for the
(2) The person who posted the notice shall swear by an affidavit in Form WIN 19 relating to the dispatch
thereof, and file the same in the Tribunal not later than two days before the date fixed for the settlement of the
30. Settlement of list.- On the date appointed for the settlement of the list referred to in rule 29, the Tribunal
shall hear any person who objects to being settled as a contributory or as a contributory in such character or for
such number of shares or extent of interest as is mentioned in the said list, and after such hearing, shall finally
settle the list in accordance with sub-section (1) of section 285 and the aforesaid list when settled shall be
certified by the Tribunal under its seal and shall be in Form WIN 20.
31. Notice of settlement to contributories.- (1) Upon the receipt of the settled list of contributories, as
certified by the Tribunal interms of rule 30 , the Company Liquidator shall within a period of 7 days issue
notice to every person placed on the said list of contributories, stating in what character and for what number of
shares or interest he has been placed on the said list, what amount has been called up and what amount paid up
in respect of such shares or interest and in the notice he shall inform such person that any application for the
removal of his name from the aforesaid list or for a variation of the said list, must be made to the Tribunal
within fifteen days from the date of service on the contributory of such notice, and such notice shall be in Form
WIN 21 and shall be sent to each person settled on the said list by pre-paid registered post or speed post at the
address mentioned in the said list.
(2) An affidavit of service relating to the dispatch of the notice to the contributories under this rule shall be
sworn by the person who dispatched the said notice and shall be filed in Tribunal within seven days of the said
dispatch of notice and such affidavit shall be in Form WIN 22.
32. Supplemental list of contributories.- The Tribunal may add to the list of contributories by a supplemental
list or lists and any such addition shall be made in the same manner in all respects as the settlement of the
33. Variation of list.- Save as provided in rule 31, the list of contributories shall not be varied, and no person
settled on the list as a contributory shall be removed from the list, or his liability in any way varied, except by
order of the Tribunal and in accordance with such order.
34. Application for rectification of list.- If after the settlement of the list of contributories, the Company
Liquidator has reason to believe that a contributory who had been included in the provisional list has been
improperly or by mistake excluded or omitted from the list of contributories as finally settled or that the
character in which or the number of shares or extent of interest for which he has been included in the list as
finally settled or any other particular contained therein, requires rectification in any respect, he may, upon notice
to the contributory concerned, apply to the Tribunal for such rectification of the list as may be necessary, and
the Tribunal may on such application, rectify or vary the list as it may think fit.
35. List of contributories consisting of past members.- It shall not be necessary to settle a list of
contributories consisting of the past members of a company, unless so ordered by the Tribunal and where an
order is made for settling a list of contributories consisting of the past members of a company, the provisions of
these rules shall apply to the settlement of such list in the same manner as they apply to the settlement of the list
of contributories consisting of the present members.
36. Meeting of creditors and contributories.- The meeting of the creditors and contributories in accordance
with the provisions of sub-section (3) of section 287 to determine the persons who may be the members of the
advisory committee, shall be convened, held and conducted in the manner hereinafter provided in these rules for
the holding and conducting of meeting of creditors and contributories.
37. Company Liquidator to report result of meeting.– (1) As soon as possible but not later than seven days
after the holding of the meeting of the creditors and contributories, the Company Liquidator shall report the
result thereof to the Tribunal and such report shall be in Form WIN 23.
(2) Where the creditors and contributories have agreed upon the constitution and composition of the advisory
committee and the persons who are to be members thereof, an advisory committee shall, subject to the
134 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
provisions of sub-section (2) of section 287, be constituted in accordance with such decision, and the Company
Liquidator shall set out in his report the names of the members of the committee so constituted.
(3) After being directed by the Tribunal to constitute an advisory committee where the creditors and
contributories have not agreed upon the composition of the advisory committee and the persons who are to be
members thereof, the Company Liquidator shall, at the time of making his report as aforesaid, apply to the
Tribunal for directions as to what shall be its composition, and who shall be the members thereof, and the
Tribunal shall thereupon fix a date for the consideration of the report of the Company Liquidator and the notice
of the date so fixed shall be advertised by the Company Liquidator in such manner as the Tribunal shall direct
not less than seven days before the date so fixed, and the advertisement shall be in Form WIN 24.
(4) On the date fixed for hearing of the said application for directions, the Tribunal may, after hearing the
Company Liquidator and any creditor or contributory who may appear, decide as to who would be the members
of the said advisory committee or pass such orders or give such directions in the matter, as the Tribunal may
38. Filling –up of vacancy in advisory committee.– (1) On a vacancy occurring in the advisory committee, the
Company Liquidator shall forthwith summon a meeting of creditors or of contributories, as the case may
require, to recommend for filling the vacancy and the meeting may, by resolution, recommend for reappointing
the same, or propose for appointing another creditor or contributory, as the case may to fill the
Provided that if the Company Liquidator, having regard to the position in the winding up, is of the opinion that
it is unnecessary for the vacancy to be filled, he may apply to the Tribunal and the Tribunal may make an order
that the vacancy shall not be filled, or shall not be filled except in such circumstances as may be specified in the
(2) The continuing members of the advisory committee, if not less than two, may act notwithstanding any
vacancy in the said committee.
(3) Where the creditors or contributories, as the case may be, fail to fill the vacancy for whatever reason, the
Company Liquidator shall forthwith report such failure to the Tribunal and Tribunal may, by order, fill such
39. Company Liquidator and members of advisory committee dealing with company's assets.- Neither the
Company Liquidator nor any member of the advisory committee shall, while acting as such liquidator or
member of such committee in any winding up, either directly or indirectly, by himself or through his employer,
partner, clerk, agent, servant, or relative, become purchaser of any part of the company's assets, except by leave
of the Tribunal and any such purchase made contrary to the provisions of this rule may be set aside by the
Tribunal on the application of the said liquidator or of a creditor or contributory, as the case may be, and the
Tribunal may make such order as to costs as it may think fit.
40. Advisory committee not to make profit.- No member of the advisory committee shall, except under the
order of the Tribunal, directly or indirectly, by himself or through his employer, partner, clerk, agent, servant or
relative, be entitled to derive any profit from any transaction arising out of the winding up or to receive out of
the assets any payment for services rendered by him in connection with the administration of the assets, or for
any goods supplied by him to the Company Liquidator for or on account of the company and where any profit
or payment has been made contrary to the provisions of this rule, such payment shall be disallowed or the profit
shall be recovered, as the case may be, on the audit of the such liquidator's accounts or otherwise.
41.Cost of obtaining order of Tribunal.- In any case in which an order of the Tribunal is obtained under rule
39 or rule 40, the costs of obtaining such order shall be borne by the person in whose interest such order is
obtained and shall not be payable out of the companies' assets.
42. Order sanctioning payment to advisory committee.- Where the order of the Tribunal to a payment to a
member of the advisory committee for services rendered by him in connection with the administration of the
company's assets is obtained, the order of the Tribunal shall specify the nature of the services, and such order
shall only be given where the service performed is of a special nature, and except by the express order of the
Tribunal, no remuneration shall be paid to a member of the advisory committee for services rendered by him in
the discharge of the duties attached to his office as a member of such committee.
43. Meetings of advisory committee.– (1)The advisory committee shall meet at such times as it may from time
to time appoint and the Company Liquidator or one-third of the total number of members of the said committee
may also call a meeting of that committee as and when they think necessary.
(2)The quorum for a meeting of the advisory committee shall be one-third of the total number of the members,
or two, whichever is higher.
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(3)The advisory committee may act by a majority of its members present at a meeting, but shall not act unless a
quorum is present.
(4)A member of the advisory committee may resign by notice in writing signed by him and delivered to the
(5)If a member of the advisory committee is adjudged as an insolvent, or compounds or arranges with his
creditors, or is absent from five consecutive meetings of the said committee without the leave of those members
who, together with himself, represent the creditors or contributories, as the case may be, his office shall become
(6)A member of the advisory committee may be removed, subject to the directions of the Tribunal, at a meeting
of creditors if he represents creditors, or at a meeting of contributories if he represents contributories, by an
ordinary resolution of which seven days' notice has been given, stating the object of the meeting.
MEETINGS OF CREDITORS AND CONTRIBUTORIES
44. Application of rules to meetings.- Subject to any directions given by the Tribunal, rules as hereinafter set
out shall apply to meetings of creditors and contributories as may be convened in pursuance of sub-section (3)
of section 287 and sub-section (3) of section 292.
45. Notice of meeting.– (1) The Company Liquidator shall summon meetings of creditors and contributories by
giving not less than fourteen days‘ notice by sending individually to every creditor of the company a notice of
the meeting of creditors, and to every contributory of the company a notice of the meeting of contributories,
by sending notice by registered post or speed post or by electronic means so as to reach such person in not
less than fourteen days before the date fixed for the meeting:
Provided that where the number of creditors or contributories, as the case may be, exceeds five hundred, the
Company Liquidator shall also give a fourteen days‘ notice of the time and place appointed for the meeting by
advertisement in one daily newspaper in the English language and one daily newspaper in the principal regional
language circulating in the State or Union territory concerned.
(2) The notice to each creditor shall be sent to the address given in his proof as referred to in rule 101 or, if he
has not so proved, to the address given in the statement of affairs, or, to the address given in the books of the
company, or to such other address as may be known to the person summoning the meeting, and the notice to
each contributory shall be sent to the address mentioned in the books of the company as the address of such
contributory or to such other address as may be known to the person summoning the meeting.
(3) The notices shall be in Forms WIN 25 to 29 as may be applicable.
46. Place and time of meeting.- Every meeting shall be held at such place and time as the Company Liquidator
considers convenient for the majority of the creditors or contributories or both and different times or places or
both may, if thought fit, be appointed for the meeting of the creditors or contributories or both.
47. Notice of first or other meeting to officers of company.- (1) The Company Liquidator shall also give, to
each of the officers of the company, who in his opinion ought to attend the first or any other meeting of creditors
or contributories, fourteen days' notice in Form WIN 30 of the time and place appointed for such meeting and
the notice may either be delivered by hand or sent by registered post or speed post or by electronic means as
may be convenient, and it shall be the duty of every officer who receives notice of such meeting to attend if so
required by the Company Liquidator, and if any such officer fails to attend, the Liquidator may report such
failure to the Tribunal and the Tribunal may issue such directions to such person as it thinks fit.
(2) The Company Liquidator, if he thinks fit, may instead of requiring any of the officers of the company to
attend the meeting as aforesaid, require such officer to answer any interrogatories or to furnish in writing any
information that he may require for purposes of such meeting, and if such officer fails to answer the
interrogatories or furnish such information, the liquidator shall report such failure to the Tribunal and the
Tribunal may issue such directions to such officer as it may think fit.
48. Proof of notice.- An affidavit by any person who sent the notice, that such notice has been duly sent, shall
be sufficient evidence of the notice having been sent to the person to whom the same was addressed and the
affidavit shall be filed in the Tribunal in Form WIN 31.
49. Costs of meeting.- The cost of convening and conducting the meeting of the creditors or contributories shall
be met out of the assets of the company.
50. Chairman of meeting.– The Company Liquidator or some person nominated by him shall be the Chairman
of the meeting and the nomination shall be in Form WIN 32.
51. Resolution at creditors' meeting.- At a meeting of creditors, a resolution shall be deemed to be passed,
when a majority in value of the creditors present personally or by proxy and voting on the resolution have voted
in favour of the resolution and in a winding up by the Tribunal, the value of a creditor, shall, for the purposes of
136 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
a first meeting of the creditors meeting held under section 287, be deemed to be the value as shown in the books
of the company, or the amount mentioned in his proof as referred to rule 101, whichever is less and for the
purposes of any other meeting, the value for which the creditor has proved his debt or claim.
52. Resolution of contributories' meeting.- At a meeting of the contributories, a resolution shall be deemed to
be passed when a majority in value of the contributories present personally or by proxy and voting on the
resolution have voted in favour of the resolution and the value of the contributories shall be determined
according to the number of votes to which each contributory is entitled as a member of the company under the
provisions of the Act, or the articles of the company, as the case may be.
53. Copies of resolution to be filed.- The Company Liquidator shall file in the Tribunal a copy certified by him
of every resolution passed at a meeting of the creditors or contributories and the Registry shall keep in each
case a file of such resolution.
54. Non-receipt of notice by creditor or contributory.- Where a meeting of creditors or contributories is
summoned by notice, the proceedings and resolution at the meeting shall, unless the Tribunal otherwise orders,
be valid notwithstanding that some creditors or contributories may not have received the notice sent to them.
55. Adjournments.- The chairman of the meeting may, with the consent of the creditors or contributories
present in the meeting, as the case may be , adjourn it from time to time, but the adjourned meeting shall be
held at the same place as the original meeting unless in the resolution for adjournment another place is
specified or unless the Tribunal otherwise orders.
56. Quorum.- A meeting may not act for any purpose except for adjournment thereof unless there are present or
represented thereat in the case of a creditors' meeting at least three creditors entitled to vote or in the case of a
meeting of contributories at least three contributories or all the creditors entitled to vote or all the contributories
if the number of creditors entitled to vote or the number of contributories, as the case may be does not exceed
57 Procedure in absence of quorum.- If, within half an hour from the time appointed for the meeting, a
quorum of creditors or contributories, as the case may be, is not present or represented, the meeting shall be
adjourned to the same day in the following week at the same time and place and if at such adjourned meeting,
the quorum is not present, at least two creditors or contributories present in person shall form the quorum and
may transact the business for which the meeting was convened:
Provided that if at the adjourned meeting also two creditors or contributories, as the case may be, are not
present, the chairman of the meeting shall submit his report to the Tribunal for such directions as the Tribunal
may deem fit.
58. When creditor can vote.- In the case of a meeting of creditors held under section 287 or of any
adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the
Company Liquidator not later than the time mentioned for that purpose in the notice convening the meeting, a
proof of the debt which he claims to be due to him from the company and in the case of other meeting of
creditors, a person shall not be entitled to vote as a creditor unless he has lodged with the Company Liquidator a
proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly
or in part before the date on which the meeting is held:
Provided that this rule and rules 59 to 62 shall not apply to a meeting of creditors held prior to the meeting of
creditors under section 287:
Provided further that this rules shall not apply to any creditors or class of creditors who by virtue of these rules
or any directions given thereunder are not required to prove their debts.
59. Case in which creditors may not vote.- A creditor shall not vote in respect of any unliquidated or
contingent debt or any debt, value of which is not ascertained, nor shall a creditor vote in respect of any debt
secured by a current bill of exchange or promissory note held by him unless he is willing to treat liability to
him thereon of every person who is liable thereon antecedently to the company, and against whom no order of
adjudication has been made, as a security in his hands, and to estimate the value thereof, and for the purposes of
voting, but not for purposes of dividend, to deduct it from his proof mentioned above.
60. When secured creditor can vote.- For the purposes of voting at a meeting, in a winding up by the
Tribunal, a secured creditor shall, unless he surrenders his security, state in his aforesaid proof, the particulars of
his security, the date when it was given and the value at which it is assessed by a registered valuer, and shall be
entitled to vote only in respect of the balance due to him, if any, after deducting the value of his security.
61. Effect of voting by a secured creditor.- If a secured creditor votes in respect of his whole debt he shall be
deemed to have surrendered his security, unless the Tribunal, on an application by such creditor, is satisfied that
the omission to value the security was due to inadvertence.
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62. Procedure when secured creditor votes without surrendering security.- The liquidator may within
fifteen days from the date of the meeting at which a secured creditor voted on the basis of his valuation of the
security, require him to give up the security for the benefit of the creditors generally on payment of the value so
estimated by him, and may, if necessary, apply to the Tribunal for an order to compel such creditor to give up
Provided that the Tribunal may, for good cause shown, permit the said creditor to correct his valuation before
being required to give up the security, upon such terms as to costs as the Tribunal may consider just.
63. Admission or rejection of proof for purposes of voting.- The chairman of the meeting shall have power to
admit or reject a proof for the purposes of voting, but his decision shall be subject to appeal to the Tribunal, and
if he is in doubt whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the
creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.
64. Minutes of proceedings.- (1) The chairman of the meeting shall cause minutes of the proceedings at the
meeting to be drawn up and fairly entered in the Minute Book within 30 days and the minutes shall be signed
by him or by the chairman of the next meeting.
(2) A list of creditors and contributories present at every meeting shall be made and kept in Form WIN 33.
65. Report to Tribunal.– The Company Liquidator shall, within seven days of the conclusion of the meeting,
report the result thereof to the Tribunal in Form No. WIN 34.
PROXIES IN RELATION TO MEETINGS OF CREDITORS AND CONTRIBUTORIES
66. Voting by proxies.- A creditor or contributory may vote either in person or by proxy, and where a person is
authorised in the manner provided by section 113 to represent a body corporate at any meeting of creditors or
contributories, such person shall produce to the Company Liquidator or and chairman of the meeting, as the
case may be, a copy of the resolution so authorising him and such copy must be certified to be a true copy by a
director, manager, secretary or other officer of the company duly authorised in that behalf, who shall certify that
he is so authorised.
67. Form of proxies.- A creditor or contributory may give a general proxy or a special proxy to any person, and
a general proxy shall be in Form WIN 35 and a special proxy in Form WIN 36.
68. Proxies to Company Liquidator or chairman of meeting.- A creditor or contributory in a winding up by
the Tribunal may appoint the Company Liquidator or if there is no such liquidator, the chairman of the meeting,
to act as his general or special proxy.
69. Use of proxies by deputy.– Where a Company Liquidator who holds any proxies cannot attend the meeting
for which they are given, he may in writing depute some person under his official control to use the proxies on
his behalf and in such manner as he may direct.
70. Forms to be sent with notice.- Forms of proxies shall be sent to the creditors and contributories with the
notice summoning the meeting and no name shall be inserted or printed in the form before it is sent.
71. Proxies to be lodged.- A proxy shall be lodged not later than 48 hours before the meeting at which it is to
be used, with the Company Liquidator in a winding up by the Tribunal.
72. Holder of proxy not to vote on matter in which he is financially interested.- No person acting either
under a general or special proxy, shall vote in favour of any resolution which would directly or indirectly place
himself, his partner or employer in a position to receive any remuneration out of the assets of the company
otherwise than as a creditor ratably with the other creditors of the company.
73. Minor not to be appointed proxy.- No person shall be appointed as a general or special proxy who is a
74. Filling in proxy where creditor or contributory is blind or incapable .-The proxy of a creditor or a
contributory who is blind or incapable of writing may be accepted if such creditor or contributory has attached
his signature or mark thereto in the presence of a witness who shall add to his signature his description and
Provided that all insertions in the proxy shall be in the handwriting of the witness and such witness
shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in
the presence of the creditor or contributory before he attached his signature or mark.
75. Proxy of person not acquainted with English.- The proxy of a creditor or contributory who does not know
English may be accepted if it is executed in the manner provided in rule 74 and the witness certifies that it was
explained to the creditor or contributory in the language known to him, and gives the creditor's or contributory's
name in English below the signature.
138 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
76. Submission of periodical reports to the tribunal.- The Company Liquidator shall make quarterly reports,
referred to in sub-section (1) of section 288, to the Tribunal in Form WIN 37 with respect to the progress of
winding up of the company.
77. Employment of additional or special staff by Official Liquidator.- Where the Official Liquidator is of the
opinion that the employment of any special or additional staff is necessary in any liquidation, he shall apply to
the Tribunal for sanction, and the Tribunal may sanction such staff as it thinks fit on such salaries and
allowances as the Tribunal may deem appropriate.
78. Declaration by professional.– The professional, referred to in section 291, appointed by the Company
Liquidator with the sanction of the Tribunal shall file a declaration in Form WIN 38 disclosing any conflict of
interest or lack of independence in respect of his appointment with the Tribunal forthwith.
REGISTERS AND BOOKS OF ACCOUNT TO BE MAINTAINED BY COMPANY LIQUIDATOR
79. Record book to be maintained by Company Liquidator.- The Company Liquidator shall maintain a
record book for each company in which shall be entered minutes of all the proceedings and resolutions passed at
any meeting of the creditors or contributories or of the advisory committee, the substance of all orders passed by
the Tribunal in the liquidation proceedings, and all such matters other than matters of account as may be
necessary, to furnish a correct view of the administration of the company's affairs.
80. Registers and books to be maintained by Company Liquidator.- (1) The Company Liquidator shall
maintain the following books of accounts, so far as may be applicable, in respect of the company under winding
(a). Register of Liquidations in Form WIN 38 A;
(b). Central Cash Book in Form WIN 38 B;
(c). Company‘s Cash Book in Form WIN 38 C;
(d). General Ledger in Form WIN 38 D;
(e). Cashier's Cash Book in Form WIN 38 E;
(f). Bank Ledger in Form WIN 38 F;
(g). Register of Assets in Form WIN 38 G;
(h). Securities and Investment Register in Form WIN 38 H;
(i). Register of Book Debts and Outstanding‘s in Form WIN 38 -I;
(j). Tenants Ledger in Form WIN 38 J;
(k). Suits Register in Form WIN 38 K;
(l). Decree Register in Form WIN 38 L;
(m). Sales Register in Form WIN 38 M;
(n). Register of Claims and Dividends in Form WIN 38 N;
(o). Contributories Ledger in Form WIN 38-O;
(p). Dividends Paid Register in Form WIN 38 P;
(q). Suspense Register in Form WIN 38 Q;
(r). Documents Register in Form WIN 38 R;
(s). Books Register in Form WIN 38 S;
(t). Register of unclaimed dividends and undistributed assets, deposited into the companies liquidation
account in the Bank, in Form WIN 38 T,
and in maintaining the registers and books mentioned above, the Company Liquidator shall follow the
instructions contained in the respective forms provided for the said books and registers.
(2) The Company Liquidator shall, in addition to the registers and books referred to in sub-rule (1), maintain
such other books as may be necessary for the proper and efficient working of his office such as petty cash
register, correspondence register, despatch register, daily register of money orders and cheques received for
accounting of transactions entered into by him in relation to the company.
(3) Where the accounts of the company are incomplete, the Company Liquidator shall, with all convenient
speed, as soon as the order for winding up is made, have them completed and brought up-to-date.
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(4) (a) Where the Company Liquidator is authorised to carry on the business of the company he shall keep
separate books of account in respect of such business and such books shall, as far as possible, be in conformity
with the books already kept by the company in the course of its business, and the Company Liquidator shall
incorporate in the winding up cash book and in the company's cash book, the total weekly amounts of the
receipts and payments on such trading account.
(b) The trading account shall, from time to time not less than once in every month, be verified by affidavit,
and the Company Liquidator shall thereupon submit such account to the advisory committee (if any) or such
member thereof as may be appointed by the said committee for that purpose, who shall examine and certify the
(5) The Company Liquidator shall keep proper vouchers for all payments made or expenses incurred by him,
and the vouchers shall be serially numbered.
BANKING ACCOUNT OF COMPANY LIQUIDATOR
81. All money to be paid into special bank account in a scheduled bank.– (1) The Company Liquidator shall
deposit into a special bank account in his official name opened in any scheduled bank or any other bank as may
be permitted by the Tribunal (hereinafter referred to as the bank) , all moneys including cheques and demand
drafts received by him as the Company Liquidator of the company, and the realisations of each day shall be
deposited in the bank without deduction, not later than the next working day of the bank and the Company
Liquidator may maintain a petty cash of five thousand rupees or such higher amount as may be permitted by the
Tribunal to meet day to day expenses, and all payments out of the aforesaid account by the Company
Liquidator above two thousand rupees shall be made by cheque drawn against the said account.
(2) The Company Liquidator shall make quarterly reports to the Tribunal regarding the funds, including filing
the bank statements of the special bank account.
82. Bills, cheques, etc. to be deposited with bank.- All bills, cheques, hundies, notes and other securities
payable to the company or to the Company Liquidator thereof shall, as soon as they come into the hands of the
Company Liquidator, be deposited by him with the bank for the purpose of being presented for acceptance and
payment or for payment only, as the case may be and the proceeds when realised shall be credited by the bank to
the special bank account.
83. Payments into Bank.- Where the Tribunal makes an order directing any person to pay any money due to the
company into the special bank account maintained by the Company Liquidator, the person so directed shall, at
the time of making the payment, produce to the bank a certified copy of the order or a payment in challan
endorsed by the Company Liquidator under his signature and the person making the payment shall give notice
thereof to the Company Liquidator and produce before him the bank receipt relating thereto.
84. Company Liquidator's Dividend Account.- The Company Liquidator shall also open a separate dividend
account for the company under liquidation with the sanction of the Tribunal, in any scheduled bank, under the
name 'the Dividend Account of.............. (name of the company) in liquidation‘ into which account he shall,
upon a declaration of dividend being made in the winding up of the company, deposit by transfer from special
bank account, the total amount of the dividend payable upon such declaration and there shall be a separate such
account in respect of each declaration of dividend and all payments of dividend shall be made from the said
Company Liquidator's dividend account and any unpaid balance in the said account shall be transferred to the
Company Liquidation Dividend and Undistributed Assets Account referred to in sub-section (1) of section 352,
and all payments of dividends shall be made by cheques or through Electronic Clearing System drawn against
the said account.
85. Where the company has no available assets.– (1) Where a company against which a winding up order has
been made has no available assets, the Company Liquidator may, with the leave of the Tribunal, incur any
necessary expenses in connection with the winding up, out of any permanent advance or other fund provided by
the Central Government, and the expenses so incurred shall be recouped out of the assets of the company in
priority to the debts of the company:
Provided that where any money has been advanced to the Company Liquidator by the petitioner or other creditor
or contributory for meeting any preliminary expenses in connection with the winding up, the Company
Liquidator may incur any necessary expenses out of such amount, and the money so advanced shall be paid out
of the assets of the company in priority to the debts of the company:
Provided further that if the Official Liquidator maintains any Common Pool Fund or Establishment Fund under
order of the court prior to the date of the commencement of these rules, he shall continue to use such fund for
the purpose for which the fund was originally created.
(2) The Official Liquidator shall reimburse the amount availed out of the said Common Pool Fund or
Establishment Fund for the purpose of meeting the expenditure of the company in liquidation which does not
140 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
have sufficient funds to its credit from the amounts of the company in liquidation on priority basis as and when
any amount comes to its credit.
INVESTMENT OF SURPLUS FUNDS
86. Investment of surplus funds.– (1) All such money for the time being standing to the credit of the Company
Liquidator at the bank as is not immediately required for the purposes of winding up, shall be invested in
Government securities or in interest bearing deposits in any scheduled bank in the name of the company in
liquidation or provisional liquidation represented by Company Liquidator of the company to which the funds
belong and such funds so invested shall be monitored regularly by the Company Liquidator and the returns also
containing the details of fixed deposit receipts shall be submitted to the Tribunal.
(2) Where the fixed deposit has matured, it shall not be automatically renewed but the Company Liquidator shall
carry out the due diligence to assess whether a higher rate of interest is available in any other scheduled bank
and the said Liquidator shall report the conclusion of such due diligence to the Tribunal, and in the event a
higher rate of interest is available in any other scheduled bank, the said Liquidator shall apply for the leave of
the Tribunal to invest the surplus funds in such other scheduled bank offering higher rate of interest.
87. Company Liquidator to examine accounts for purposes of investment.- The Company Liquidator shall,
at the end of every month, examine account of liquidation to ascertain what moneys are available for
investment, and shall make an entry at the end of every month in the record book relating to the company of his
having examined the account for the purpose and of the decision taken by him regarding the investment, and in
case he decides not to invest any surplus funds, the reasons for such decision.
88. Investments to be made by Bank.- All investments shall be made by the bank upon the written request of
the Company Liquidator but the securities shall be retained in the bank in the name and on behalf of the
Company Liquidator, and shall not be sold except by the bank and under the written instructions of the
Company Liquidator, and when the securities are sold, the proceeds shall be credited by the bank to the account
of the Company Liquidator.
89. Dividend and interest to be credited.- All dividends and interest accruing from any securities or
investments shall from time to time be received by the bank and placed to the credit of the account of the
Company Liquidator and intimation thereof shall be given to the Company Liquidator, who shall thereupon
credit such dividend or interest in his account to the company to which the security or the investment relating
90. Refunds of taxes.- The Company Liquidator shall claim such refunds of income-tax or other taxes as may
FILING AND AUDIT OF COMPANY LIQUIDATOR'S ACCOUNT
91. Half-yearly accounts to be filed.- For the purposes of sub-section (2) of section 294, unless otherwise
ordered by the Tribunal, the Company Liquidator shall file his accounts to Tribunal twice a year and such
accounts shall be made up to the 31st of March and 30th of September every year, the account for the period
ending 31st March being filed not later than the 30th of June following, and account for the period ending 30th
September, not later than the 31st of December following:
Provided that the final accounts of the Company Liquidator shall be filed as soon as the affairs of the company
have been fully wound up, irrespective of the period specified above:
Provided further that the Tribunal may permit the Company Liquidator to straight away forward completed
accounts of the company in liquidation in respect of relevant period to the auditor for the purpose of audit in
Form WIN 42 requesting that the accounts may be audited, and the certificate of audit shall be submitted to the
Tribunal not later than one month from the date of receipt of the copy of the accounts as required under subsection
(3) of section 294:
Provided also that the accounts need not be got audited where the transaction during the period is for ten
thousand rupees or less.
92. Form of account.- The account shall be a statement of receipts and payments in Form WIN 39 and shall be
prepared in accordance with the instructions contained in the said form and three copies thereof shall be filed,
and the account shall be verified by an affidavit of the Company Liquidator in Form WIN 40 and the final
account shall be in Form WIN 41.
93. Nil account.- Where the Company Liquidator has not, during the period of account, received or paid any
sum of money on account of the assets of the company, he shall file an affidavit of no receipts or payments on
the date on which he shall have to file his accounts for the period.
94. Registry to send copy of account to auditor.- As soon as the accounts are filed, the Registry shall forward
to the auditor one copy thereof for purposes of audit with a requisition in Form WIN 42 requesting that the
भाग II खण् ड (i) भारत का राजपत्र : असाधारण 141
accounts may be audited and a certificate of audit be submitted to the Tribunal not later than one month from the
date of receipt of the copy of the account as required