Rules 131 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 131 to 138 of the Companies (Winding Up) Rules, 2020 govern how a Company Liquidator collects unpaid share money from contributories in a winding up by the Tribunal. He cannot make a call without the Tribunal's leave, must serve notice in the prescribed way, and may apply for an order if a contributory does not pay. The rules are stated 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.
The Company Liquidator needs leave of the Tribunal before making any call on contributories. He may apply within seven days of the settlement of the list of contributories, in Form WIN 52 with an affidavit in Form WIN 53. Notice reaches contributories at least seven clear days before the hearing. Once leave is given, the call is made by a document in Form WIN 56, served with a WIN 57 notice. If a contributory still does not pay, the liquidator applies for a payment order in Form WIN 58.
Background
A contributory is a person liable to contribute to the company's assets in a winding up; the list of contributories is explained in Rules 28–35 of these Rules. Calls themselves arise under section 296 of the Act; see Sections 295–298 on contributories, calls and set-off. The rules before these, on attendance and the liquidator's powers, are in Rules 126–130.
A contributory facing a call, or a liquidator preparing one, can discuss the steps with us under legal dispute resolution.
Rule 131: calls by the Company Liquidator
Subject to section 465(2) (the rule is printed with that reference), the Tribunal may by order grant leave to the Company Liquidator to make the calls referred to in section 296. The rule is the gate: the power to call comes from the Act, the permission comes from the Tribunal.
Rule 132: uncalled capital
Whatever charge or encumbrance exists on the company's uncalled capital, the Company Liquidator is entitled to call and realise it, and to collect arrears due on calls made before the winding up. He must hold the money so realised subject to the rights, if any, of the holder of the charge or encumbrance. So a lender who holds a charge over uncalled capital does not stop the call; it only keeps its claim on the money collected.
Rule 133: application for leave to make a call
- 133(1). No call without the Tribunal's leave.
- 133(2). Within seven days of the settlement of the list of contributories, the Company Liquidator may apply for leave. The application states the proposed amount of the call, is in Form WIN 52, and is supported by his affidavit in Form WIN 53.
The rule says "may apply" within seven days. It does not say what follows if the liquidator applies later, so do not assume that either way; check the Tribunal's directions in the case.
Rule 134: notice of the application
134(1). Notice of the application goes to every contributory proposed to be included in the call, by post under certificate of posting, so as to reach him in the ordinary course of post not less than seven clear days before the hearing date. If the Tribunal so directs, notice may instead be given by advertisement in Form WIN 54, in newspapers the Tribunal directs, not less than seven clear days before the hearing, without a separate notice to each contributory.
134(2). The affidavit of service, showing the dispatch to each contributory or the advertisement, is filed in the Tribunal three days before the hearing date.
Rule 135: the order and the document making the call
The order granting leave is in Form WIN 55 and contains directions on the time within which the calls are to be paid. After the order, the Company Liquidator files in the Tribunal the document making the call, in Form WIN 56, with such variations as circumstances require.
Rule 136: serving the call
Immediately after filing the WIN 56 document, the Company Liquidator serves each contributory included in the call, by registered post, speed post or electronic mode, with:
- a copy of the order granting leave, and
- a notice in Form WIN 57 stating the amount or balance due from that contributory on the call.
The order granting leave need not be advertised, unless the Tribunal otherwise orders for a special reason.
Rule 137: order for payment of a call
If a contributory does not pay, the Company Liquidator may apply to the Tribunal for an order against him for the moneys due on the calls. The application is in Form WIN 58, supported by an affidavit in Form WIN 59. Notice of the application with a copy of the affidavit is served on the contributory by registered post or speed post not less than seven days before the hearing. The order for payment is in Form WIN 60.
Rule 138: other moneys due from contributories
This rule covers money due to the company from a contributory, or from the estate of the person he represents, other than moneys due on calls made after the winding up but including moneys due on calls made before it. The Company Liquidator may apply to the Tribunal, supported by an affidavit, for an order for payment. Notice goes to the contributory by registered post or speed post not less than seven days before the hearing. The rule prints no form number for this application.
Example. A winding-up order is made against Kaveri Agro Ltd. Its list of contributories is settled. Within seven days the Company Liquidator files WIN 52 with a WIN 53 affidavit proposing a call on the shares of Rohan Verma and others. Notice reaches each of them eight days before the hearing. The Tribunal grants leave in a WIN 55 order, the liquidator files the call document, and serves WIN 57 notices. Rohan does not pay; the liquidator applies in WIN 58 with notice at least seven days before the hearing.
Process at a glance
| Step | Rule | Who | Period as printed | Form |
|---|---|---|---|---|
| Leave to make a call | 131, 133(1) | Tribunal grants; liquidator needs it | Application within seven days of settlement of list | WIN 52, affidavit WIN 53 |
| Notice of application | 134(1) | Liquidator to each contributory | Not less than seven clear days before hearing | Advertisement WIN 54 if directed |
| Affidavit of service | 134(2) | Liquidator | Three days before hearing | None printed |
| Order and call document | 135 | Tribunal; liquidator | Time for payment fixed in the order | WIN 55; WIN 56 |
| Serving the call | 136 | Liquidator | Immediately after filing | WIN 57 |
| Payment order | 137 | Liquidator, Tribunal | Not less than seven days' notice | WIN 58, WIN 59; order WIN 60 |
| Other moneys due | 138 | Liquidator, Tribunal | Not less than seven days' notice | None printed |
Need help with calls in a winding up?
A contributory served with a call notice should check the amount, the list and the notice period before paying or objecting. Our team can review the papers with you, and you can book a session on legal dispute resolution for a considered reply.
Key takeaways
- No call can be made without the Tribunal's leave; the application goes in within seven days of settlement of the list.
- A charge on uncalled capital does not prevent a call; the chargee keeps its rights over the money.
- Notice of the application must reach contributories at least seven clear days before the hearing.
- After leave, the call document (WIN 56) is filed and a WIN 57 notice is served.
- Unpaid calls and other moneys due are recovered by application to the Tribunal on seven days' notice.
Read next
- Rules 126–130 of the Winding Up Rules: attendance and the liquidator's powers
- Rules 139–149 of the Winding Up Rules: examination under sections 299 and 300
- Rules 28–35: list of contributories
- Sections 295–298: contributories, calls and set-off
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.