Rules 156 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 156 to 162 of the Companies (Winding Up) Rules, 2020 give the procedure for a Company Liquidator who wants to disclaim part of a company's property under section 333 of the Act: the application and affidavit, the preliminary hearing, the claimant's statement of interest, notice, the order, the filing of the disclaimer and, for leaseholds, vesting orders. They 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.
Leave to disclaim is sought by an application supported by an affidavit (Forms WIN 76 to 82 as needed). It is first posted ex parte for directions on who is to be served. Notice of the hearing (WIN 83) is served at least seven days before it, and affidavits in opposition are due not later than two days before it. A disclaimer is not operative until filed in the Tribunal (WIN 85) and a copy goes to the Registrar of Companies. Leasehold disclaimers can lead to vesting orders in WIN 87 and WIN 88.
What this procedure is for
Section 333 of the Act deals with disclaimer of onerous property in a winding up; the section is explained in Section 333 of the Companies Act, 2013. These rules do not repeat what may be disclaimed; they set the steps once the Company Liquidator decides to apply. They follow the rules on arrest and sections 339 and 340 in Rules 150–155 and lead into Rules 163–167, on compromise of claims and sale of assets.
Landlords, lenders and other interested persons who receive a disclaimer notice have short periods to act. For help with your reply, see legal dispute resolution.
Rule 156: application for disclaimer
156(1). An application for leave to disclaim any part of the company's property under section 333(1) is made by an application supported by an affidavit setting out:
- the full facts relating to the property;
- the parties interested and the nature of their interests; and
- whether the company is solvent, and whether any person referred to in section 333(4) has served a notice on the liquidator requiring him to elect whether or not to disclaim.
156(2). The notice and application are in Forms WIN 76 to 82, with variations as necessary.
Rule 157: preliminary hearing
The application is posted before the Tribunal ex parte in the first instance for directions on the persons to whom notice of the application should be served. The Tribunal then fixes a date for the hearing and gives the necessary directions on service.
Rule 158: claimant's statement of interest
A person who claims to be interested in any part of the property the Company Liquidator wishes to disclaim must, if the liquidator so requires, furnish a statement of the interest he claims. The rule puts the duty on the claimant only when asked.
Rule 159: service of notice
Notice of the hearing date is in Form WIN 83. It is served not less than seven days before the hearing, together with a copy of the application and the supporting affidavit. The notice requires any affidavit in opposition to be filed in the Tribunal, with a copy served on the Company Liquidator, not later than two days before the hearing date.
Rule 160: order granting leave to disclaim
On the hearing, the Tribunal may, after hearing the Company Liquidator, the parties who appear in response to the notices and others it thinks fit to hear, grant the liquidator leave to disclaim on such terms and conditions, if any, as it considers just. The order is in Form WIN 84.
Rule 161: filing the disclaimer
- The Company Liquidator files every disclaimer in the Tribunal; it is not operative until it is so filed.
- If the disclaimer is of a leasehold interest, it is filed forthwith.
- Notice of the filing goes to the persons interested in the property.
- The disclaimer states the particulars of the interest disclaimed and the persons to whom notice has been given.
- The disclaimer is in Form WIN 85 and the notice of disclaimer in Form WIN 86.
- Once filed in the Tribunal, the Company Liquidator files a copy with the Registrar of Companies.
Rule 162: vesting of disclaimed property
162(1). This applies where the disclaimed property is a leasehold interest, an application is made under section 333(6) for an order vesting the property in a person, and there is an under-lessee, mortgagee or holder of a charge by way of demise claiming under the company. The Tribunal may direct that such a person be given notice that, if he does not elect to accept and apply for a vesting order on the terms required by that sub-section (and any other terms the Tribunal thinks just) within the time the Tribunal fixes, he will be excluded from all interest in and security upon the property. The Tribunal may adjourn the application so notice can be given and that person added as a party and served. If he fails to elect and apply in time, the Tribunal may make an order vesting the property in the applicant, or another person who in its opinion may be entitled, and excluding him from all interest in or security on the property.
162(2). An order requiring interested parties in a disclaimed lease to apply for a vesting order, or be excluded, is in Form WIN 87. An order vesting the lease and excluding those who have not elected to apply is in Form WIN 88.
Example. The Company Liquidator of Bluebell Hospitality Ltd wants to disclaim the company's lease of a loss-making showroom. He files an application with an affidavit stating the facts, the interested parties and whether the company is solvent. The Tribunal posts it ex parte, then fixes a hearing. Notice in WIN 83 reaches the landlord and the company's sub-tenant eight days before it. The landlord files an affidavit in opposition two days before the hearing. The Tribunal grants leave in WIN 84; the disclaimer is filed in WIN 85 forthwith because it concerns a lease, and a copy goes to the Registrar of Companies.
Process at a glance
| Step | Rule | Who | Period as printed | Form |
|---|---|---|---|---|
| Application with affidavit | 156 | Company Liquidator | None | WIN 76 to 82 |
| Preliminary hearing, ex parte | 157 | Tribunal | None | None printed |
| Claimant's statement of interest | 158 | Person claiming interest, if required | None | None printed |
| Notice of hearing | 159 | Liquidator | Not less than seven days before; opposition affidavit not later than two days before | WIN 83 |
| Order granting leave | 160 | Tribunal | None | WIN 84 |
| Filing the disclaimer | 161 | Liquidator | Leasehold: forthwith | WIN 85; notice WIN 86 |
| Vesting orders for leases | 162 | Tribunal | Time fixed by Tribunal | WIN 87, WIN 88 |
Need help with a disclaimer notice?
If you are a landlord, lender or other interested party served with an application, the periods are short and the affidavit in opposition matters. Our team can help you read the papers and plan a response; start with legal dispute resolution.
Key takeaways
- A disclaimer needs the Tribunal's leave, sought by application and affidavit.
- The first hearing is ex parte, to settle who must be served.
- Notice must be served at least seven days before the hearing; opposition affidavits are due two days before it.
- A disclaimer takes effect only when filed in the Tribunal; a copy also goes to the Registrar of Companies.
- Under-lessees, mortgagees and charge holders may be excluded if they do not elect to take a vesting order in time.
Read next
- Rules 150–155 of the Winding Up Rules: arrest and sections 339–340
- Rules 163–167 of the Winding Up Rules: compromise of claims and sale of assets
- Section 333: disclaimer of onerous property
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.