Rules 1 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Companies (Winding Up) Rules, 2020 govern winding up by the Tribunal under the Companies Act, 2013. Rules 1 to 4 say when they began, what the key terms mean, how a petition for winding up is presented and verified, and what the statement of affairs must contain. This article reflects the rules as amended up to the date of the MCA e-book text (consulted 3 October 2026): as notified on 24 January 2020, in force from 1 April 2020, with no amendment listed by MCA, per the MCA e-book. Check later amendments before relying on it.
The rules came into force on 1 April 2020 and apply to winding up under the Companies Act, 2013. A winding-up petition under section 272(1) is in Form WIN 1 or WIN 2, presented in triplicate, verified by an affidavit in Form WIN 3. The statement of affairs is in Form WIN 4, with information up to a date not more than thirty days before the petition or objection is filed, in duplicate with an affidavit, and an affidavit of concurrence in Form WIN 5.
Rule 1: title, commencement and application
The rules are called the Companies (Winding Up) Rules, 2020. They came into force on 1 April 2020. Rule 1(3) says they apply to winding up under the Companies Act, 2013. They do not explain liquidation under the Insolvency and Bankruptcy Code, 2016, which is a separate law and is not explained here.
Rule 2: definitions
| Term | Meaning in rule 2 |
|---|---|
| "Act" | The Companies Act, 2013 |
| "Form" | A form annexed to the rules |
| "Registrar" | The Registrar of the National Company Law Tribunal or the National Company Law Appellate Tribunal, including any other officer of the Tribunal or Bench to whom the Registrar's powers and functions are assigned |
| "Registry" | The Registry of the Tribunal or any of its Benches or of the Appellate Tribunal, which keeps the records of applications and related documents |
| "Section" | A section of the Act |
| Other words | Words not defined here but defined in the Act carry the Act's meaning |
Note that "Registrar" in these rules is the Tribunal's Registrar, not the Registrar of Companies. The rules use the full title "Registrar of Companies" where they mean that office.
Rule 3: the petition for winding up
- Form and copies (3(1)). For section 272(1), a petition for winding up a company is presented in Form WIN 1 or Form WIN 2, as the case may be, with such variations as the circumstances require, and in triplicate.
- Verification (3(2)). Every petition is verified by an affidavit by the petitioner, or by each petitioner if there are several. Where the petitioner is a body corporate, the affidavit is made by the Director, Secretary or any other authorised person of it. The affidavit is in Form WIN 3.
The rule does not say which petitioner uses WIN 1 and which WIN 2; the forms themselves answer that. Section 272 lists who may petition and is explained in our note on sections 270 and 271: winding up.
If a winding-up petition has been served on your company or you are considering presenting one, our legal dispute resolution team can go through the papers with you.
Rule 4: the statement of affairs
The statement of affairs required under section 272(4) or section 274(1) is in Form WIN 4. The rule gives these requirements:
- it contains information up to a date not more than thirty days before the date of filing the petition or the objection, as applicable;
- it is made in duplicate;
- it is duly verified by an affidavit; and
- an affidavit of concurrence of the statement of affairs is in Form WIN 5.
The statement of affairs itself and the duties of the persons who must file it are in the Act; see our note on section 274: statement of affairs in winding up.
Map of the 191 rules
The rules are in six Parts. Part II covers winding up by the Tribunal, in sub-headings. The articles in this series follow the order below.
| Part | Rules | Subject | Article in this series |
|---|---|---|---|
| I | 1-2 | Short title, definitions | This article |
| II | 3-4 | Petition and statement of affairs | This article |
| II | 5-12 | Admission, advertisement, withdrawal, substitution, affidavits | Articles 14 and 15 |
| II | 13-17 | Liquidators and the winding-up order | Articles 15 and 16 |
| II | 17-24 | The order, advertisement, custody of assets | Article 17 |
| II | 25-65 | Liquidator's report, contributories, meetings, voting | Articles 18 to 23 |
| II | 66-99 | Proxies, registers, bank accounts, accounts and audit | Articles 24 to 27 |
| III | 100-182 | Debts and claims, liquidator's powers, calls, examinations, disclaimer, sales, dividends, dissolution, costs | Articles 28 to 39 |
| IV | 183-189 | Costs, fees and witnesses' allowances | Article 40 |
| V | 190 | Summary procedure: Official Liquidator | Article 40 |
| VI | 191 | Inspection of file | Article 40 |
The forms list at the end of the rules is dealt with in article 40.
What happens next
| Step | Rule | Detail as printed |
|---|---|---|
| Petition presented | 3(1) | Form WIN 1 or WIN 2, in triplicate |
| Affidavit of verification | 3(2) | Form WIN 3 |
| Statement of affairs | 4 | Form WIN 4, information not more than thirty days old, in duplicate |
| Affidavit of concurrence | 4 | Form WIN 5 |
| Admission and directions | 5 | See the next article |
Example
Gopal Textiles Private Limited owes a large sum to a supplier, Rishi Dyes Limited, which presents a winding-up petition. The petition goes in triplicate, verified by an affidavit in WIN 3 signed by Rishi Dyes' authorised Director. Gopal Textiles files an objection, and its statement of affairs in WIN 4 is prepared as on a date twenty days before the objection is filed, in duplicate with an affidavit; its directors sign the affidavit of concurrence in WIN 5.
Need help with a winding-up petition?
Whether you are a petitioner or the company responding, the first filings set the shape of the case. Our team can help assess the petition, the verification and the statement of affairs through legal dispute resolution.
Key takeaways
- The rules apply to winding up under the Companies Act, 2013 and came into force on 1 April 2020.
- "Registrar" means the Registrar of the Tribunal or Appellate Tribunal, not the Registrar of Companies.
- The petition is in WIN 1 or WIN 2, in triplicate, verified by a WIN 3 affidavit.
- The statement of affairs in WIN 4 must be current to a date not more than thirty days before filing.
- An affidavit of concurrence is in WIN 5.
Read next
- Rules 5–8: admission of the petition and advertisement
- Rules 9–13: substitution of petitioner, affidavits in objection and reply
- Sections 270 and 271: winding up
- Section 274: statement of affairs in winding up
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.