Winding Up 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.
After the Company Liquidator examines a proof, he has to decide on it. Rules 115 to 125 set the period for the decision and its notice, the creditor's appeal to the Tribunal, how an appeal is handled, the list of creditors filed with the Tribunal and its inspection, how a wrongly admitted proof is expunged, the relief for creditors who miss the deadline, the position of those who prove after a dividend, and interest on admitted claims where a surplus remains. 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 liquidator admits or rejects a proof, wholly or in part, within fourteen days of finishing the examination, giving reasons for rejection in Form WIN 47 (admission notice in WIN 48). A dissatisfied creditor may appeal not later than twenty-one days from service of the decision, in Form WIN 49 with an affidavit. The creditors' list is filed in Form WIN 50 within thirty days of the date fixed for proofs. A creditor who missed the deadline may apply for relief within fifteen days of it.
Rule 115: communicating the decision
As soon as possible, but not later than fourteen days from the conclusion of the examination under rule 111, the Company Liquidator admits or rejects the proof, wholly or in part, in writing. Each decision is communicated to the creditor by a means permitted under section 20. Notice of admission need not be given to a creditor who appeared before the liquidator and whose claim was accepted and communicated to him or his agent in writing at the time. Where a proof is rejected in whole or part, the liquidator states the grounds to the creditor in Form WIN 47; a notice of admission is in Form WIN 48.
Rule 116: appeal by the creditor
- Period (116(1)). A creditor dissatisfied with the liquidator's decision on its proof may appeal to the Tribunal not later than twenty-one days from the date of service of the notice of the decision.
- Form (116(2)). The appeal is in Form WIN 49, supported by an affidavit setting out the grounds, with notice to the Company Liquidator. On the appeal, the Tribunal has all the powers of an appellate court under the Code of Civil Procedure, 1908.
Rule 116 names the Code of Civil Procedure, 1908 as printed. Check the current procedural law that applies to the Tribunal's powers on appeal before relying on this reference.
If your proof has been rejected, or you are the liquidator who rejected one, our legal dispute resolution team can help you prepare the appeal or the response within the twenty-one days.
Rule 117: procedure on an appeal
- Papers (117(1)). On receiving notice of an appeal against a rejection, in whole or part, the Company Liquidator files with the Registry the proof along with the order containing the grounds of rejection.
- Intervention (117(2)). Any creditor or contributory may apply to the Tribunal for leave to intervene in the appeal. The Tribunal may grant leave on just terms, and then notice of the hearing is given to that creditor or contributory.
Rule 118: liquidator's costs
The Company Liquidator is in no case personally liable for costs in relation to an appeal from his decision rejecting a proof, wholly or in part.
Rule 119: proofs and list of creditors
Within thirty days from the date fixed for submission of proofs under rule 100, or further time the Tribunal allows, the Company Liquidator files in the Tribunal a list of creditors in Form WIN 50 who submitted proofs in response to the advertisement and the notice under rule 100. The list states the amounts claimed and separates the proofs wholly admitted, those admitted or rejected in part and those wholly rejected. The proofs, with the memorandum of admission or rejection endorsed on them, are filed with the certificate.
Rule 120: the list is fixed
The list of creditors filed in the Tribunal is the list of the company's creditors and is not added to or varied except by the Tribunal's order. When such an order is made, the Company Liquidator amends the list accordingly.
Rule 121: notice of filing and inspection
When the list as settled by the Company Liquidator is filed, the Registry notifies the filing on the Tribunal's notice board and on its website. The list and the proofs are open to inspection by every creditor or contributory on payment of a fee of one thousand rupees.
Rule 122: expunging a proof
- By the liquidator (122(1)). If, after admission, the liquidator has reason to believe the proof was improperly or mistakenly admitted, he may immediately apply to the Tribunal, on notice to the creditor, to expunge it or reduce its amount.
- By a creditor or contributory (122(2)). If the liquidator declines to move, any creditor or contributory may apply to the Tribunal for the same, within ten days of the admission of the proof. The Tribunal may pass the order it thinks just.
Rule 123: failure to prove in time
A creditor who fails to file a proof within the time in the rule 100 advertisement may apply to the Tribunal for relief within fifteen days from the time specified in the advertisement. The Tribunal may adjudicate on the debt or direct the liquidator to do so.
Rule 124: proving after a dividend
A creditor who has not proved before a dividend is declared is entitled to be paid, out of any money in the liquidator's hands that is available for distribution, any dividend it failed to receive, before that money is applied to a future dividend. It cannot disturb a dividend already declared because it did not participate in it.
Rule 125: interest after full payment
If there is a surplus after paying all claims admitted to proof in full, creditors with admitted proofs are paid interest from the date of the winding-up order or the resolution, as the case may be, up to the date of declaring the final dividend, at a rate not exceeding six per cent per annum or such other rate as the Tribunal decides, on the admitted amount, after adjusting the dividends declared as on the date of each dividend. The rule operates only where a surplus remains after claims are paid in full.
Periods in this group
| Step | Rule | Period or form as printed |
|---|---|---|
| Admit or reject a proof | 115 | Not later than fourteen days from the end of the examination; WIN 47 for rejection, WIN 48 for admission |
| Creditor's appeal | 116 | Not later than twenty-one days from service of the decision; WIN 49 with affidavit |
| List of creditors | 119 | Within thirty days from the date fixed for proofs; WIN 50 |
| Inspection of the list | 121 | One thousand rupees |
| Application to expunge by a creditor or contributory | 122(2) | Within ten days of admission |
| Relief for a late creditor | 123 | Within fifteen days from the time specified in the advertisement |
| Interest on a surplus | 125 | Not exceeding six per cent per annum, or as the Tribunal decides |
Example
The Company Liquidator of Falcon Auto Parts Limited rejects half of a supplier's proof for want of delivery vouchers and sends a WIN 47 notice stating the grounds, within fourteen days of finishing the examination. The supplier files a WIN 49 appeal with an affidavit on the eighteenth day after service. The Company Liquidator files the proof and his order with the Registry, and a contributory is granted leave to intervene. Another creditor, who missed the advertised day, applies to the Tribunal on the twelfth day after it for relief under rule 123.
Need help with a rejected or late proof?
The periods for appeal and relief are short and run from specific dates. Our team can help creditors and liquidators with appeals, interventions and applications through legal dispute resolution.
Key takeaways
- The liquidator decides each proof within fourteen days of finishing the examination, and gives grounds in WIN 47 if rejecting.
- A creditor may appeal within twenty-one days of service of the decision, in WIN 49 with an affidavit.
- The creditors' list in WIN 50 is filed within thirty days of the date fixed for proofs and changes only by the Tribunal's order.
- A creditor or contributory has ten days from admission to ask the Tribunal to expunge a proof if the liquidator declines.
- A creditor who missed the date has fifteen days to apply for relief; late creditors may still receive earlier dividends they missed, but cannot disturb dividends already declared.
Read next
- Rules 105–114: valuing debts, interest and examining proofs
- Rules 126–130: attendance, representation and the liquidator's powers
- 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.