Rules 18 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 the Tribunal makes a winding-up order, rules 18 to 24 decide what the order must say, how it is advertised, what the Company Liquidator must do on day one, and how anyone wanting to start or continue a suit against the company gets the Tribunal's leave. 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 order must record the duty of those liable to give books of account up to the date of the order to attend the Company Liquidator, and the duty of anyone holding company property to surrender it forthwith (rule 18). The petitioner advertises the order within fourteen days in Form WIN 14 (rule 20). The Company Liquidator takes custody of properties, claims, books and papers forthwith (rule 22). Leave to start or continue a suit is sought in Form WIN 15 (rule 24).
Rule 18: contents of the winding-up order
An order for winding up a company must, among other things, contain two duties:
- the duty of those who are liable to submit the books of account of the company, completed and audited up to the date of the order, to attend on the Company Liquidator at the required time and place and give all the information; and
- the duty of every person who possesses any property, books or papers, cash or other assets of the company, including benefits derived from them, to surrender them forthwith to the Company Liquidator.
The form and dispatch of the order are in the previous article; see rules 14 to 17.
Rule 19: directions on making the order
At the time of making the winding-up order, or at any time after, the Tribunal gives directions to the petitioner on the advertisement of the order, the persons on whom it is to be served, the persons to be given notice of further proceedings in the liquidation, and any further directions needed. The directions are given to the petitioner, who carries the advertisement duty in rule 20.
Rule 20: advertisement of the order
Unless the Tribunal orders otherwise, the winding-up order is, within fourteen days of the date of the order, advertised by the petitioner in a newspaper in English and a newspaper in a vernacular language widely circulating in the State or Union territory where the registered office is situated. The petitioner also serves it on such persons and in such manner as the Tribunal directs. The advertisement is in Form WIN 14.
If you are a petitioner who has just obtained an order, or a company or creditor who needs the advertisement checked against the rule, our legal dispute resolution team can help. The effect of an order on the company is explained in our note on intimation of the winding-up order under section 277.
Rule 21: the liquidator's declaration
The declaration by the Company Liquidator disclosing conflict of interest or lack of independence in respect of the appointment, as referred to in section 275(6), is filed in Form WIN 10 with the Tribunal. This is the same form that rule 14(5) requires of a provisional liquidator within seven days; rule 21 does not itself print a period.
Rule 22: taking charge of assets, books and papers
- Custody (22(1)). On a winding-up order being made, the Company Liquidator forthwith takes into custody or control all the properties and effects, actionable claims and books and papers of the company. All persons having custody of any of the properties, books, papers, cash or other assets must deliver possession to the Company Liquidator.
- Non-cooperation (22(2)). Where the company, its promoters, its key managerial personnel or any other person required to cooperate does not do so, the liquidator may apply to the Tribunal for an appropriate order.
- Tribunal's order (22(3)). On such an application, the Tribunal by order directs the promoters, key managerial personnel or other persons, including a contractual counterparty, supplier, service provider or auditor, to provide the information the liquidator asks for and to comply with the liquidator's instructions and cooperate in collecting information and taking custody of assets, properties and books of account.
The Act's provisions on custody and the duty to cooperate are in sections 283 and 284.
Rule 23: how proceedings are titled
After a winding-up order is made or a provisional liquidator is appointed, every later proceeding in the winding up bears the original number of the winding-up petition as well as its own distinctive number. Against the name of the company in the cause-title, the words "in liquidation" or "in provisional liquidation", as the case may be, appear in brackets.
Rule 24: leave to start or continue a suit
An application under section 279(1) for the Tribunal's leave to start or continue any suit or other legal proceeding by or against the company is made in Form WIN 15, on notice to the Company Liquidator and the parties to the suit or proceeding sought to be started or continued. The stay of suits that makes this leave necessary is in sections 278 and 279.
Process table
| Step | Rule | Who | Form and period as printed |
|---|---|---|---|
| Order contains the duties on books and property | 18 | Tribunal | Not stated |
| Directions on advertisement and service | 19 | Tribunal to petitioner | At or after the order |
| Advertisement of the order | 20 | Petitioner | WIN 14; within fourteen days of the order |
| Declaration of conflict of interest | 21 | Company Liquidator | WIN 10 |
| Taking custody | 22(1) | Company Liquidator | Forthwith |
| Application against non-cooperation | 22(2), (3) | Liquidator to Tribunal | Not stated |
| Cause-title | 23 | All parties | "in liquidation" or "in provisional liquidation" |
| Leave to start or continue a suit | 24 | Applicant | WIN 15 |
Example
After the winding-up order against Oak Valley Foods Limited, the petitioner, Sethi Agro, advertises the order in an English and a vernacular daily within fourteen days in WIN 14. The Company Liquidator takes custody of the stock records and the warehouse, but the former finance head holds the books. The liquidator applies under rule 22(2), and the Tribunal directs the finance head and the company's auditor to give information and cooperate. A supplier with a pending recovery suit applies in WIN 15 for leave to continue it, serving the Company Liquidator.
Need help after a winding-up order?
After the order, deadlines run on the petitioner, the Company Liquidator and everyone holding company property. Our team can help with the advertisement, the handover of records and any application for leave through legal dispute resolution.
Key takeaways
- The order records the duty to attend on the liquidator with audited books of account and the duty to surrender property forthwith.
- The petitioner advertises the order within fourteen days in WIN 14, unless the Tribunal orders otherwise.
- The Company Liquidator takes custody of properties, claims, books and papers forthwith.
- The Tribunal can direct promoters, KMP, counterparties, suppliers, service providers and auditors to cooperate.
- Leave to start or continue a suit against the company is sought in WIN 15.
Read next
- Rules 14–17: provisional liquidator and the winding-up order
- Rules 25–27: the Company Liquidator's report
- Section 277: intimation of the winding-up order
- Sections 278 and 279: effect of the order and stay of suits
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.