Rules 105 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.
Once creditors have lodged proofs, the Company Liquidator has to work out what each debt is worth and test it. Rules 105 to 114 deal with negotiable instruments, the date at which debts are valued, trade discount, interest, rent and other periodical payments, debts payable in the future, the examination of proofs within thirty days, the liquidator's power to call for information, affidavits and the cost of proving. 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.
Debts are valued as at the earlier of the provisional liquidator's appointment or the winding-up order, or the date of the company's own winding-up resolution if it came first. Interest not agreed may be proved at a rate not exceeding six per cent per annum or as the Tribunal decides. A debt payable in the future may be proved with a rebate of interest at six per cent per annum. The liquidator examines every proof within thirty days and notifies a creditor in Form WIN 46 to reach it not later than seven days before the day fixed. A creditor bears the costs of proof unless the Tribunal orders otherwise.
Rule 105: bills of exchange and promissory notes
When a creditor seeks to prove on a bill of exchange, promissory note or other negotiable instrument or similar security on which the company is liable, the instrument is produced before the Company Liquidator and marked by him before the proof is admitted.
Rule 106: the date for valuing debts
All debts and claims against the company are, as far as possible, estimated at their value at the date of the appointment of the provisional liquidator or the winding-up order, whichever is earlier. A proviso says that where the company passed a resolution for winding up before the petition was presented, the date of that resolution is the date for estimating debts and claims.
Rule 107: trade discount
A creditor proving a debt deducts all trade discounts, if any.
Rule 108: interest
On any debt or certain sum, payable at a certain time or otherwise, on which interest was not reserved or agreed, and which is overdue at the date of the winding-up order or the resolution, the creditor may prove for interest at a rate not exceeding six per cent per annum, or as decided by the Tribunal, up to that date. The starting point depends on how the sum was payable:
| Basis of the debt | Interest runs from |
|---|---|
| Payable at a certain time by virtue of a written instrument | The time when the debt or sum was payable |
| Payable otherwise | The time when a written demand was made, giving notice that interest will be claimed from the date of demand until payment |
Rule 109: rent and periodical payments
Where rent or another payment falls due at the time referred to in rule 108 and the order or resolution to wind up is made at some other time, the person is entitled to a proportionate part of the rent or payment up to the date of the winding-up order or resolution, accrued from day to day. A proviso protects a landlord: where the Company Liquidator remains in occupation of the premises demised to a company being wound up, nothing in the rule prejudices the landlord's right to claim rent from the company or the liquidator for the period of occupation.
Rule 110: debts payable in the future
A creditor may prove for a debt not payable at the date of the winding-up order as if it were payable now, and may receive dividends equally with the other creditors, deducting only a rebate of interest at six per cent per annum computed from the date of declaration of the dividend to the time when the debt would have become payable under its terms.
If you hold a debt that falls due after the order and want to check how it should be stated, our legal dispute resolution team can help you with the proof and the calculation under the rule.
Rule 111: examining proofs
The Company Liquidator examines every proof of debt lodged with him, and the grounds of the debt, as soon as possible but not later than thirty days, or within the time the Tribunal allows on his application. He may call for the documentary proof referred to in the affidavit or require further evidence. If he requires further evidence or the creditor's attendance, he fixes a day and time and sends notice in Form WIN 46 by pre-paid registered post or speed post so as to reach the creditor not later than seven days before the date fixed.
Rule 112: calling any person for information
The Company Liquidator may call on any person he considers capable of giving information on the debts to be proved, and may require that person to produce documents in his custody or power relating to those debts. With the call, he tenders a sum that appears sufficient for the person's travelling and other expenses. If a person fails without lawful excuse to attend or produce documents, or avoids or evades service, the liquidator may report it to the Tribunal and apply for appropriate orders, and the Tribunal may pass any order it thinks fit.
Rule 113: affidavits
For the purpose of admitting proofs, the Company Liquidator may, where applicable, take affidavits. He may at his discretion dispense with the requirement and may permit an affidavit or undertaking in place of an oath.
Rule 114: costs of proof
Unless the Tribunal orders otherwise, a creditor bears the costs of proving its debt.
Quick reference
| Topic | Rule | As printed |
|---|---|---|
| Negotiable instruments | 105 | Produced before the liquidator and marked before admission |
| Valuation date | 106 | Earlier of provisional liquidator's appointment or the order; the earlier company resolution if there was one |
| Trade discount | 107 | Deducted |
| Interest where none agreed | 108 | Not exceeding six per cent per annum, or as the Tribunal decides |
| Rent and periodical payments | 109 | Proportionate part to the order or resolution date |
| Future debts | 110 | Rebate of interest at six per cent per annum |
| Examination | 111 | Within thirty days; WIN 46 notice to reach not later than seven days before the day fixed |
| Calling other persons | 112 | Expenses tendered; report to the Tribunal on default |
| Costs | 114 | Borne by the creditor unless the Tribunal orders otherwise |
Example
Lotus Fabrics Limited is ordered to be wound up on 1 October, after the company had passed no earlier resolution. Its supplier, Karan Yarns, proves a debt of an invoice overdue since August with no agreed interest. Karan Yarns claims interest from the date of its written demand letter of 1 September, as that demand said interest would be claimed, at a rate not above six per cent per annum. Another creditor holds a bill payable in three months' time, and proves for it with a rebate at six per cent per annum from the dividend date to the date it would have fallen due. The Company Liquidator examines each proof within thirty days and sends a WIN 46 notice to a creditor whose vouchers he wants to see, to reach it at least seven days ahead.
Need help valuing or proving a claim?
The valuation date, the interest rate and the rebate can change the amount that a creditor proves. Our team can help creditors and liquidators work through the rules on a particular claim through legal dispute resolution.
Key takeaways
- Debts are valued as at the earlier of the provisional liquidator's appointment or the winding-up order, or the earlier company resolution.
- Unagreed interest may be proved up to six per cent per annum, or as the Tribunal decides.
- A future debt is proved with a rebate of interest at six per cent per annum.
- The liquidator examines every proof within thirty days; WIN 46 notices reach the creditor not later than seven days before the day fixed.
- A creditor bears the cost of proof unless the Tribunal orders otherwise.
Read next
- Rules 100–104: notice for proving debts and proof
- Rules 115–125: admitting or rejecting proofs and late claims
- Section 324: debts admissible to proof
- Section 327: preferential payments 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.