Winding Up Rules G.S.R. 46(E)

The Companies (Winding Up) Rules, 2020

Petition for winding up by the Tribunal and its advertisement, the provisional liquidator and Company Liquidator, settlement of the list of contributories, meetings of creditors and contributories, collection and distribution of assets, calls, sale of assets, dividends, and the summary procedure for winding up.

191 Rules

G.S.R. 46(E) Notification

Form WIN 1 Petition

G.S.R. 46(E) Enacted 24 January 2020 Enforced 01 April 2020 Ministry of Corporate Affairs

Made under

The Companies Act, 2013 Chapter XX

s. 468 s. 469

191 rules

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Opening text

Preamble

MINISTRY OF CORPORATE AFFAIRS NOTIFICATION 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 sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:--

Chapter I

General

4 rules

R1 Short title, commencement and application

Rule 1 of the Winding Up Rules: Short title, commencement and application

R2 Definitions

Rule 2 of the Winding Up Rules: Definitions

R3 Petition for winding up

Rule 3 of the Winding Up Rules: Petition for winding up

R4 Statement of affairs

Rule 4 of the Winding Up Rules: Statement of affairs

Chapter II

Petition and Provisional Liquidator

19 rules

R5 Admission of petition and directions as to advertisement

Rule 5 of the Winding Up Rules: Admission of petition and directions as to advertisement

R6 Copy of petition to be furnished

Rule 6 of the Winding Up Rules: Copy of petition to be furnished

R7 Advertisement of petition

Rule 7 of the Winding Up Rules: Advertisement of petition

R8 Application for leave to withdraw petition

Rule 8 of the Winding Up Rules: Application for leave to withdraw petition

R9 Substitution for original petitioner

Rule 9 of the Winding Up Rules: Substitution for original petitioner

R10 Procedure on substitution

Rule 10 of the Winding Up Rules: Procedure on substitution

R11 Affidavit-in-objection

Rule 11 of the Winding Up Rules: Affidavit-in-objection

R12 Affidavit in reply

Rule 12 of the Winding Up Rules: Affidavit in reply

R13 Applicability

Rule 13 of the Winding Up Rules: Applicability

R14 Appointment of provisional liquidator or Company Liquidator

Rule 14 of the Winding Up Rules: Appointment of provisional liquidator or Company Liquidator

R15 Rules applicable to provisional liquidator

Rule 15 of the Winding Up Rules: Rules applicable to provisional liquidator

R16 Costs, etc., of provisional liquidator

Rule 16 of the Winding Up Rules: Costs, etc., of provisional liquidator

R17 Order to be sent to liquidator and form of order

Rule 17 of the Winding Up Rules: Order to be sent to liquidator and form of order

R18 Contents of winding up order

Rule 18 of the Winding Up Rules: Contents of winding up order

R19 Directions on making winding up order

Rule 19 of the Winding Up Rules: Directions on making winding up order

R20 Advertisement of order

Rule 20 of the Winding Up Rules: Advertisement of order

R21 Declaration by Company Liquidator

Rule 21 of the Winding Up Rules: Declaration by Company Liquidator

R22 Company Liquidator to take charge of assets and books and papers of company

Rule 22 of the Winding Up Rules: Company Liquidator to take charge of assets and books and papers of company

R23 Form of proceedings after winding up order is made

Rule 23 of the Winding Up Rules: Form of proceedings after winding up order is made

Chapter III

Contributories and Company Liquidator

23 rules

R24 Application for leave to commence or continue suit or proceeding

Rule 24 of the Winding Up Rules: Application for leave to commence or continue suit or proceeding

R25 Report by Company Liquidator

Rule 25 of the Winding Up Rules: Report by Company Liquidator

R26 Inspection of statement of affairs and report

Rule 26 of the Winding Up Rules: Inspection of statement of affairs and report

R27 Consideration of report by Tribunal

Rule 27 of the Winding Up Rules: Consideration of report by Tribunal

R28 Provisional list of contributories

Rule 28 of the Winding Up Rules: Provisional list of contributories

R29 Notice to be given of date of settlement

Rule 29 of the Winding Up Rules: Notice to be given of date of settlement

R30 Settlement of list

Rule 30 of the Winding Up Rules: Settlement of list

R31 Notice of settlement to contributories

Rule 31 of the Winding Up Rules: Notice of settlement to contributories

R32 Supplemental list of contributories

Rule 32 of the Winding Up Rules: Supplemental list of contributories

R33 Variation of list

Rule 33 of the Winding Up Rules: Variation of list

R34 Application for rectification of list

Rule 34 of the Winding Up Rules: Application for rectification of list

R35 List of contributories consisting of past members

Rule 35 of the Winding Up Rules: List of contributories consisting of past members

R36 Meeting of creditors and contributories

Rule 36 of the Winding Up Rules: Meeting of creditors and contributories

R37 Company Liquidator to report result of meeting

Rule 37 of the Winding Up Rules: Company Liquidator to report result of meeting

R38 Filling -up of vacancy in advisory committee

Rule 38 of the Winding Up Rules: Filling -up of vacancy in advisory committee

R39 Company Liquidator and members of advisory committee dealing with company’s assets

Rule 39 of the Winding Up Rules: Company Liquidator and members of advisory committee dealing with company’s assets

R40 Advisory committee not to make profit

Rule 40 of the Winding Up Rules: Advisory committee not to make profit

R41 Cost of obtaining order of Tribunal

Rule 41 of the Winding Up Rules: Cost of obtaining order of Tribunal

R42 Order sanctioning payment to advisory committee

Rule 42 of the Winding Up Rules: Order sanctioning payment to advisory committee

R43 Meetings of advisory committee

Rule 43 of the Winding Up Rules: Meetings of advisory committee

R44 Application of rules to meetings

Rule 44 of the Winding Up Rules: Application of rules to meetings

R45 Notice of meeting

Rule 45 of the Winding Up Rules: Notice of meeting

R46 Place and time of meeting

Rule 46 of the Winding Up Rules: Place and time of meeting

Chapter IV

Meetings of Creditors and Contributories

45 rules

R47 Notice of first or other meeting to officers of company

Rule 47 of the Winding Up Rules: Notice of first or other meeting to officers of company

R48 Proof of notice

Rule 48 of the Winding Up Rules: Proof of notice

R49 Costs of meeting

Rule 49 of the Winding Up Rules: Costs of meeting

R50 Chairman of meeting

Rule 50 of the Winding Up Rules: Chairman of meeting

R51 Resolution at creditors’ meeting

Rule 51 of the Winding Up Rules: Resolution at creditors’ meeting

R52 Resolution of contributories’ meeting

Rule 52 of the Winding Up Rules: Resolution of contributories’ meeting

R53 Copies of resolution to be filed

Rule 53 of the Winding Up Rules: Copies of resolution to be filed

R54 Non-receipt of notice by creditor or contributory

Rule 54 of the Winding Up Rules: Non-receipt of notice by creditor or contributory

R55 Adjournments

Rule 55 of the Winding Up Rules: Adjournments

R56 Quorum

Rule 56 of the Winding Up Rules: Quorum

R57 Procedure in absence of quorum

Rule 57 of the Winding Up Rules: Procedure in absence of quorum

R58 When creditor can vote

Rule 58 of the Winding Up Rules: When creditor can vote

R59 Case in which creditors may not vote

Rule 59 of the Winding Up Rules: Case in which creditors may not vote

R60 When secured creditor can vote

Rule 60 of the Winding Up Rules: When secured creditor can vote

R61 Effect of voting by a secured creditor

Rule 61 of the Winding Up Rules: Effect of voting by a secured creditor

R62 Procedure when secured creditor votes without surrendering security

Rule 62 of the Winding Up Rules: Procedure when secured creditor votes without surrendering security

R63 Admission or rejection of proof for purposes of voting

Rule 63 of the Winding Up Rules: Admission or rejection of proof for purposes of voting

R64 Minutes of proceedings

Rule 64 of the Winding Up Rules: Minutes of proceedings

R65 Report to Tribunal

Rule 65 of the Winding Up Rules: Report to Tribunal

R66 Voting by proxies

Rule 66 of the Winding Up Rules: Voting by proxies

R67 Form of proxies

Rule 67 of the Winding Up Rules: Form of proxies

R68 Proxies to Company Liquidator or chairman of meeting

Rule 68 of the Winding Up Rules: Proxies to Company Liquidator or chairman of meeting

R69 Use of proxies by deputy

Rule 69 of the Winding Up Rules: Use of proxies by deputy

R70 Forms to be sent with notice

Rule 70 of the Winding Up Rules: Forms to be sent with notice

R71 Proxies to be lodged

Rule 71 of the Winding Up Rules: Proxies to be lodged

R72 Holder of proxy not to vote on matter in which he is financially interested

Rule 72 of the Winding Up Rules: Holder of proxy not to vote on matter in which he is financially interested

R73 Minor not to be appointed proxy

Rule 73 of the Winding Up Rules: Minor not to be appointed proxy

R74 Filling in proxy where creditor or contributory is blind or incapable

Rule 74 of the Winding Up Rules: Filling in proxy where creditor or contributory is blind or incapable

R75 Proxy of person not acquainted with English

Rule 75 of the Winding Up Rules: Proxy of person not acquainted with English

R76 Submission of periodical reports to the tribunal

Rule 76 of the Winding Up Rules: Submission of periodical reports to the tribunal

R77 Employment of additional or special staff by Official Liquidator

Rule 77 of the Winding Up Rules: Employment of additional or special staff by Official Liquidator

R78 Declaration by professional

Rule 78 of the Winding Up Rules: Declaration by professional

R79 Record book to be maintained by Company Liquidator

Rule 79 of the Winding Up Rules: Record book to be maintained by Company Liquidator

R80 Registers and books to be maintained by Company Liquidator

Rule 80 of the Winding Up Rules: Registers and books to be maintained by Company Liquidator

R81 All money to be paid into special bank account in a scheduled bank

Rule 81 of the Winding Up Rules: All money to be paid into special bank account in a scheduled bank

R82 Bills, cheques, etc. to be deposited with bank

Rule 82 of the Winding Up Rules: Bills, cheques, etc. to be deposited with bank

R83 Payments into Bank

Rule 83 of the Winding Up Rules: Payments into Bank

R84 Company Liquidator’s Dividend Account

Rule 84 of the Winding Up Rules: Company Liquidator’s Dividend Account

R85 Where the company has no available assets

Rule 85 of the Winding Up Rules: Where the company has no available assets

R86 Investment of surplus funds

Rule 86 of the Winding Up Rules: Investment of surplus funds

R87 Company Liquidator to examine accounts for purposes of investment

Rule 87 of the Winding Up Rules: Company Liquidator to examine accounts for purposes of investment

R88 Investments to be made by Bank

Rule 88 of the Winding Up Rules: Investments to be made by Bank

R89 Dividend and interest to be credited

Rule 89 of the Winding Up Rules: Dividend and interest to be credited

R90 Refunds of taxes

Rule 90 of the Winding Up Rules: Refunds of taxes

R91 Half-yearly accounts to be filed

Rule 91 of the Winding Up Rules: Half-yearly accounts to be filed

Chapter V

Accounts, Proof of Debts and Claims

43 rules

R92 Form of account

Rule 92 of the Winding Up Rules: Form of account

R93 Nil account

Rule 93 of the Winding Up Rules: Nil account

R94 Registry to send copy of account to auditor

Rule 94 of the Winding Up Rules: Registry to send copy of account to auditor

R95 Audit of Company Liquidator’s accounts

Rule 95 of the Winding Up Rules: Audit of Company Liquidator’s accounts

R96 Audit certificate to be filed

Rule 96 of the Winding Up Rules: Audit certificate to be filed

R97 Audit fees

Rule 97 of the Winding Up Rules: Audit fees

R98 Inspection of account and certificate of audit

Rule 98 of the Winding Up Rules: Inspection of account and certificate of audit

R99 Account and auditor’s report to be placed before Tribunal

Rule 99 of the Winding Up Rules: Account and auditor’s report to be placed before Tribunal

R100 Notice for proving debts

Rule 100 of the Winding Up Rules: Notice for proving debts

R101 Proof of debt

Rule 101 of the Winding Up Rules: Proof of debt

R102 Mode of proof and verification thereof

Rule 102 of the Winding Up Rules: Mode of proof and verification thereof

R103 Contents of proof

Rule 103 of the Winding Up Rules: Contents of proof

R104 Workmen’s dues

Rule 104 of the Winding Up Rules: Workmen’s dues

R105 Production of bills of exchange and promissory notes

Rule 105 of the Winding Up Rules: Production of bills of exchange and promissory notes

R106 Value of debts

Rule 106 of the Winding Up Rules: Value of debts

R107 Discount

Rule 107 of the Winding Up Rules: Discount

R108 Interest

Rule 108 of the Winding Up Rules: Interest

R109 Periodical payments

Rule 109 of the Winding Up Rules: Periodical payments

R110 Proof of debt payable at future time

Rule 110 of the Winding Up Rules: Proof of debt payable at future time

R111 Examination of proof

Rule 111 of the Winding Up Rules: Examination of proof

R112 Company Liquidator’s right to call any person in connection with investigation

Rule 112 of the Winding Up Rules: Company Liquidator’s right to call any person in connection with investigation

R113 Affidavit

Rule 113 of the Winding Up Rules: Affidavit

R114 Costs of proof

Rule 114 of the Winding Up Rules: Costs of proof

R115 Acceptance or rejection of proof to be communicated

Rule 115 of the Winding Up Rules: Acceptance or rejection of proof to be communicated

R116 Appeal by creditor

Rule 116 of the Winding Up Rules: Appeal by creditor

R117 Procedure where creditor appeals

Rule 117 of the Winding Up Rules: Procedure where creditor appeals

R118 Company Liquidator not to be personally liable for costs

Rule 118 of the Winding Up Rules: Company Liquidator not to be personally liable for costs

R119 Proofs and list of creditors to be filed in Tribunal

Rule 119 of the Winding Up Rules: Proofs and list of creditors to be filed in Tribunal

R120 List of creditors not to be varied

Rule 120 of the Winding Up Rules: List of creditors not to be varied

R121 Notice of filing list and inspection of same

Rule 121 of the Winding Up Rules: Notice of filing list and inspection of same

R122 Expunging of proof

Rule 122 of the Winding Up Rules: Expunging of proof

R123 Procedure on failure to prove debt within time fixed

Rule 123 of the Winding Up Rules: Procedure on failure to prove debt within time fixed

R124 Right of creditor who has not proved debt before declaration of dividend

Rule 124 of the Winding Up Rules: Right of creditor who has not proved debt before declaration of dividend

R125 Payment of subsequent interest

Rule 125 of the Winding Up Rules: Payment of subsequent interest

R126 Attendance at proceedings

Rule 126 of the Winding Up Rules: Attendance at proceedings

R127 Representation of creditors and contributories before Tribunal

Rule 127 of the Winding Up Rules: Representation of creditors and contributories before Tribunal

R128 Powers of Company Liquidator

Rule 128 of the Winding Up Rules: Powers of Company Liquidator

R129 Company Liquidator to be in position of receiver

Rule 129 of the Winding Up Rules: Company Liquidator to be in position of receiver

R130 Company’s property to be surrendered to Company Liquidator on requisition

Rule 130 of the Winding Up Rules: Company’s property to be surrendered to Company Liquidator on requisition

R131 Calls by Company Liquidator

Rule 131 of the Winding Up Rules: Calls by Company Liquidator

R132 Company Liquidator to realise uncalled capital

Rule 132 of the Winding Up Rules: Company Liquidator to realise uncalled capital

R133 Application for leave to make call

Rule 133 of the Winding Up Rules: Application for leave to make call

R134 Notice of application

Rule 134 of the Winding Up Rules: Notice of application

Chapter VI

Calls, Examination and Sale of Assets

45 rules

R135 Order granting leave to make call and document making call

Rule 135 of the Winding Up Rules: Order granting leave to make call and document making call

R136 Service of notice of call

Rule 136 of the Winding Up Rules: Service of notice of call

R137 Order for payment of call

Rule 137 of the Winding Up Rules: Order for payment of call

R138 Other moneys due by contributories

Rule 138 of the Winding Up Rules: Other moneys due by contributories

R139 Application for examination under section 299

Rule 139 of the Winding Up Rules: Application for examination under section 299

R140 Directions at hearing of application

Rule 140 of the Winding Up Rules: Directions at hearing of application

R141 Service of summons

Rule 141 of the Winding Up Rules: Service of summons

R142 Conduct of examination

Rule 142 of the Winding Up Rules: Conduct of examination

R143 Notes of deposition

Rule 143 of the Winding Up Rules: Notes of deposition

R144 Order for examination under section 300

Rule 144 of the Winding Up Rules: Order for examination under section 300

R145 Notice of examination

Rule 145 of the Winding Up Rules: Notice of examination

R146 Adjournment of examination for orders of Tribunal

Rule 146 of the Winding Up Rules: Adjournment of examination for orders of Tribunal

R147 Procedure for contumacy

Rule 147 of the Winding Up Rules: Procedure for contumacy

R148 Notes of examination

Rule 148 of the Winding Up Rules: Notes of examination

R149 Application under sub-section (5) of section 300

Rule 149 of the Winding Up Rules: Application under sub-section (5) of section 300

R150 Warrant of arrest of contributory

Rule 150 of the Winding Up Rules: Warrant of arrest of contributory

R151 Prison to which contributory arrested on warrant is to be taken

Rule 151 of the Winding Up Rules: Prison to which contributory arrested on warrant is to be taken

R152 Execution of warrant of arrest outside jurisdiction of Tribunal

Rule 152 of the Winding Up Rules: Execution of warrant of arrest outside jurisdiction of Tribunal

R153 Application under section 339 or section 340

Rule 153 of the Winding Up Rules: Application under section 339 or section 340

R154 Directions at preliminary hearing of summons

Rule 154 of the Winding Up Rules: Directions at preliminary hearing of summons

R155 Liberty to apply for further directions

Rule 155 of the Winding Up Rules: Liberty to apply for further directions

R156 Application for disclaimer

Rule 156 of the Winding Up Rules: Application for disclaimer

R157 Preliminary hearing of application

Rule 157 of the Winding Up Rules: Preliminary hearing of application

R158 Claimant to furnish statement of his interest

Rule 158 of the Winding Up Rules: Claimant to furnish statement of his interest

R159 Service of notice

Rule 159 of the Winding Up Rules: Service of notice

R160 Order granting leave to disclaim

Rule 160 of the Winding Up Rules: Order granting leave to disclaim

R161 Disclaimer to be filed in Tribunal

Rule 161 of the Winding Up Rules: Disclaimer to be filed in Tribunal

R162 Vesting of disclaimed property

Rule 162 of the Winding Up Rules: Vesting of disclaimed property

R163 No claim to be compromised or abandoned without sanction of Tribunal

Rule 163 of the Winding Up Rules: No claim to be compromised or abandoned without sanction of Tribunal

R164 Application for sanction of compromise

Rule 164 of the Winding Up Rules: Application for sanction of compromise

R165 Sale to be subject to sanction and to confirmation by Tribunal

Rule 165 of the Winding Up Rules: Sale to be subject to sanction and to confirmation by Tribunal

R166 Procedure at sale

Rule 166 of the Winding Up Rules: Procedure at sale

R167 Expenses of sale

Rule 167 of the Winding Up Rules: Expenses of sale

R168 Declaration of dividend or return of capital

Rule 168 of the Winding Up Rules: Declaration of dividend or return of capital

R169 Notice of declaration

Rule 169 of the Winding Up Rules: Notice of declaration

R170 Form of authority to pay dividend

Rule 170 of the Winding Up Rules: Form of authority to pay dividend

R171 Transmission of dividends, etc. by post

Rule 171 of the Winding Up Rules: Transmission of dividends, etc. by post

R172 Form of order directing return of capital

Rule 172 of the Winding Up Rules: Form of order directing return of capital

R173 Payment of dividend or return of capital due to deceased creditor or contributory

Rule 173 of the Winding Up Rules: Payment of dividend or return of capital due to deceased creditor or contributory

R174 Company Liquidator to apply for dissolution

Rule 174 of the Winding Up Rules: Company Liquidator to apply for dissolution

R175 Dissolution of company

Rule 175 of the Winding Up Rules: Dissolution of company

R176 Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account

Rule 176 of the Winding Up Rules: Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account

R177 Conclusion of winding up

Rule 177 of the Winding Up Rules: Conclusion of winding up

R178 Application to declare dissolution void

Rule 178 of the Winding Up Rules: Application to declare dissolution void

R179 Statement to accompany payment

Rule 179 of the Winding Up Rules: Statement to accompany payment

Chapter VII

Dividends, Unclaimed Assets and Records

12 rules

R180 Unclaimed dividends or undistributed assets under investment

Rule 180 of the Winding Up Rules: Unclaimed dividends or undistributed assets under investment

R181 Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account

Rule 181 of the Winding Up Rules: Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account

R182 Cost and expenses payable out of the assets in a winding up by Tribunal

Rule 182 of the Winding Up Rules: Cost and expenses payable out of the assets in a winding up by Tribunal

R183 Costs in the discretion of Tribunal

Rule 183 of the Winding Up Rules: Costs in the discretion of Tribunal

R184 Bill of costs by authorised representative, etc. employed by Company Liquidator

Rule 184 of the Winding Up Rules: Bill of costs by authorised representative, etc. employed by Company Liquidator

R185 Fees in misfeasance proceeding

Rule 185 of the Winding Up Rules: Fees in misfeasance proceeding

R186 Fees when proceeding is compromised

Rule 186 of the Winding Up Rules: Fees when proceeding is compromised

R187 Costs of parties having common interest

Rule 187 of the Winding Up Rules: Costs of parties having common interest

R188 Tribunal’s power to fix a fee

Rule 188 of the Winding Up Rules: Tribunal’s power to fix a fee

R189 Allowance to witnesses

Rule 189 of the Winding Up Rules: Allowance to witnesses

R190 Powers and functions of Official Liquidator

Rule 190 of the Winding Up Rules: Powers and functions of Official Liquidator

R191 Inspection of file

Rule 191 of the Winding Up Rules: Inspection of file