Rules 126 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.
Rules 126 to 130 of the Companies (Winding Up) Rules, 2020 decide who may attend a winding-up proceeding, how creditors and contributories are represented, and how the Company Liquidator gets the company's property into his hands. They are stated here as amended up to 24 January 2020 (in force from 1 April 2020), with no amendment listed by MCA, per the MCA e-book; later amendments should be checked.
A contributory on the list, or a creditor whose debt the Company Liquidator has admitted, may attend proceedings at his own expense, but only after an appearance is filed with the Registry. The Tribunal may appoint creditors or contributories to represent a whole class at the company's expense. The Company Liquidator collects and applies assets under section 290(1) subject to the Tribunal's control, is treated as if he were a Receiver for taking and keeping possession, and can call on contributories, officers, bankers and agents to hand over company property on a WIN 51 notice.
Where these rules sit
These rules apply to winding up by the Tribunal under the Companies Act, 2013. Rules 126 and 127 are in the part headed "Attendance and Appearance of Creditors and Contributories"; rules 128 to 130 open the part on collection and distribution of assets. For the stages before these rules, see Rules 115–125, on proofs, appeals and late claims. For what comes straight after, see Rules 131–138, on calls on contributories. The Act's own text on the liquidator's powers is explained in Sections 290–292 of the Companies Act, 2013.
If your company is being wound up, or you are a creditor deciding whether to take part, a short consultation on legal dispute resolution can help you plan your appearance and your response to any notice.
Rule 126: attendance at proceedings
Rule 126(1). Unless the rules or a Tribunal order say otherwise, two kinds of people are at liberty to attend the proceedings before the Tribunal or before the Company Liquidator, at their own expense:
- every person on the list of contributories, and
- every creditor whose debt has been admitted by the Company Liquidator, wholly or in part.
Such a person may also have notice of all proceedings he asks for, by a written request to the Company Liquidator, but must pay the costs this occasions. The rule adds a check. If the Tribunal thinks a person's attendance has caused extra costs that the company's funds should not bear, it may direct him to pay those costs, or a gross sum instead. Until he pays, he is not entitled to attend further proceedings.
Rule 126(2). No contributory or creditor may attend any proceeding before the Tribunal until he, or an authorised representative on his behalf, has filed an appearance with the Registry. The Registry keeps an "Appearance Book" in which every appearance is entered.
Example. Lakshmi Traders Ltd is being wound up. Mehta Steel, a creditor whose debt of the company was admitted in part, wants to follow the hearings. It writes to the Company Liquidator asking for notice of all proceedings and files an appearance through its authorised representative. Only then can it attend before the Tribunal. If the Tribunal later finds that Mehta Steel's repeated attendance added costs the company should not carry, it can order Mehta Steel to pay them and bar it from further proceedings until it does.
Rule 127: representation of creditors and contributories
The Tribunal may, if it thinks fit, appoint one or more creditors or contributories to represent before it, at the expense of the company, all or any class of creditors or contributories on any question or in any proceeding. It may remove a person so appointed where more than one has been appointed for one class. Those appointed to represent one class must employ the same authorised representative; if they cannot agree on who, the Tribunal may nominate one for them.
The rule matters where creditors are many and small. One representative for the class, with one lawyer, keeps the proceeding manageable and the cost within the company's assets.
Rule 128: powers of the Company Liquidator
The duties that section 290(1) of the Act places on the Company Liquidator, namely collecting the company's assets and applying them in discharge of its liabilities, are to be discharged subject to the control of the Tribunal. The rule adds nothing about specific powers; it ties the liquidator's collection and application of assets to the Tribunal's oversight. Section 290(1) itself is in the Act, and the rule does not reproduce it.
Rule 129: the Company Liquidator in the position of a receiver
For discharging the duties under section 290(1), the Company Liquidator is, for the purpose of acquiring and retaining possession of the company's property, in the same position as if he were a Receiver of the property appointed by the Tribunal. The Tribunal may, on his application, enforce such acquisition or retention accordingly. Practically, a person holding company property cannot treat the liquidator as a stranger; the Tribunal's enforcing power stands behind his request.
Rule 130: surrender of company property on requisition
Any of these persons, in a company being wound up by the Tribunal, must hand over what they hold:
- a contributory for the time being on the list of contributories,
- a trustee, receiver, banker or agent, and
- an officer or other employee of the company.
On notice from the Company Liquidator, and within the time the notice requires, the person must pay, deliver, convey, surrender or transfer to the liquidator any money, property or books and papers in his custody or under his control to which the company is or appears to be entitled. If the person does not comply, the Company Liquidator may apply to the Tribunal for appropriate orders. The notice is in Form WIN 51.
Note the words "is or appears to be entitled". The liquidator does not have to prove ownership before sending the notice. A person who disputes the company's entitlement has the Tribunal as the place to say so, after the application for orders.
Example. A bank holds a fixed deposit receipt and cheque books of Lakshmi Traders Ltd. The Company Liquidator sends a WIN 51 notice asking the bank to deliver them within a stated time. If the bank does not, the liquidator applies to the Tribunal for orders.
At a glance
| Rule | Who acts | What it provides | Period or form as printed |
|---|---|---|---|
| 126(1) | Contributory on the list; creditor with admitted debt | May attend at own expense and ask for notice of proceedings | No period printed |
| 126(2) | Same persons, or authorised representative | Appearance to be filed with the Registry; "Appearance Book" kept | No period printed |
| 127 | Tribunal | May appoint creditors or contributories to represent a class at the company's expense | No period printed |
| 128 | Company Liquidator | Collects and applies assets under section 290(1), subject to Tribunal control | None |
| 129 | Company Liquidator, Tribunal | Receiver-like position to acquire and retain possession | None |
| 130 | Contributory, trustee, receiver, banker, agent, officer, employee | Hand over money, property, books and papers on notice | Time fixed in the notice; Form WIN 51 |
Need help with a winding-up proceeding?
If you are an officer, banker or contributory who has received a requisition from a Company Liquidator, or a creditor who needs to appear, our team can explain your position and prepare your reply. You can also book a session on legal dispute resolution to plan your next step.
Key takeaways
- Attendance before the Tribunal needs a filed appearance; the Registry keeps an Appearance Book.
- Costs of unnecessary attendance can be put on the person who attended.
- The Tribunal may appoint representatives for a class, at the company's expense, with a single authorised representative.
- The Company Liquidator acts under the Tribunal's control and is treated like a Receiver for possession of property.
- A WIN 51 notice obliges listed contributories, trustees, receivers, bankers, agents, officers and employees to hand over company money, property and records.
Read next
- Rules 115–125 of the Winding Up Rules: proofs, appeals and late claims
- Rules 131–138 of the Winding Up Rules: calls on contributories
- Sections 290–292: powers and duties of the Company Liquidator
- Sections 283–284: custody of company property and the duty to cooperate
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.