Rules 28 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.
In a winding up by the Tribunal, a list of contributories is prepared and settled. Rules 28 to 35 take that list from the Company Liquidator's provisional list in Form WIN 17, through notice in WIN 18, settlement and certification in WIN 20, notice of the settled list in WIN 21, and then variation, rectification and the position of past members. 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.
Unless the Tribunal dispenses with it, the Company Liquidator files a provisional list (Form WIN 17) not later than twenty-one days after the winding-up order. Contributories get notice (WIN 18) reaching them not less than fourteen days before the settlement date, and may object by affidavit not less than two days before it. The Tribunal settles the list and certifies it (WIN 20). The liquidator then gives notice (WIN 21) within seven days, and applications to remove a name or vary the list are due within fifteen days of service.
Rule 28: the provisional list
Rule 28(1): filing
Unless the Tribunal dispenses with the settlement of a list of contributories, the Company Liquidator prepares and files in the Tribunal, not later than twenty-one days after the date of the winding-up order, a provisional list. It shows each contributory's name and address, the number of shares or the extent of interest attributed, the amount called up and the amount paid up, and distinguishes the several classes of contributories.
Rule 28(2): who is on it
The list consists of every person who was a member of the company at the commencement of the winding up, or that person's representative. It is divided into two parts: first, those who are contributories in their own right; second, those who are contributories as representatives of, or liable for the debts of, others, as required by section 281(1). The list is in Form WIN 17.
Rule 29: notice of the date of settlement
After the provisional list is filed, the Company Liquidator obtains a date from the Tribunal for settling it and gives notice to every person on the list. The notice states:
- in what character and for how many shares or what extent of interest the person is included;
- the amount called up and paid up; and
- that a person who intends to object to being settled as a contributory in that character or for that number of shares must file an affidavit supporting the objection and serve a copy on the Company Liquidator not less than two days before the date fixed for settlement, and appear before the Tribunal on that date in person or through an authorised representative.
The notice is in Form WIN 18 and is sent in the mode set out in section 20, so that it reaches contributories not less than fourteen days before the date fixed. The person who posted the notice swears an affidavit of dispatch in Form WIN 19 and files it not later than two days before the date fixed (29(2)).
Rule 30: settlement of the list
On the date appointed, the Tribunal hears any person who objects to being settled as a contributory, or as a contributory in the stated character or for the stated number of shares. After hearing, it finally settles the list in accordance with section 285(1). The settled list is certified under the Tribunal's seal and is in Form WIN 20. Our note on section 285: the list of contributories covers the Act's side.
If you have received a notice that you are to be settled as a contributory, our legal dispute resolution team can help you decide whether to object and prepare the affidavit in time.
Rule 31: notice of the settled list
- Notice (31(1)). On receipt of the settled list certified by the Tribunal, the Company Liquidator, within seven days, issues notice in Form WIN 21 to every person on it, stating the character and number of shares or interest in which he is placed, the amount called up and paid up. The notice informs the person that any application for removal of his name or for variation of the list must be made to the Tribunal within fifteen days from the date of service of the notice. It is sent by pre-paid registered post or speed post to the address in the list.
- Affidavit of service (31(2)). The person who dispatched the notice swears an affidavit of service in Form WIN 22 and files it in the Tribunal within seven days of dispatch.
Rule 32: supplemental lists
The Tribunal may add to the list of contributories by one or more supplemental lists. Any addition is made in the same manner in all respects as the settlement of the original list.
Rule 33: variation of the list
Save as provided in rule 31, the list of contributories is not varied, and no person on the settled list is removed or has his liability varied, except by order of the Tribunal and in accordance with that order. The fifteen-day application under rule 31 is the exception the rule itself names.
Rule 34: rectification
If, after settlement, the Company Liquidator has reason to believe that a contributory in the provisional list has been improperly or by mistake left out of the final list, or that the character, the number of shares or the extent of interest, or any other particular for a contributory needs rectification, he may, on notice to the contributory concerned, apply to the Tribunal for rectification. The Tribunal may rectify or vary the list as it thinks fit.
Rule 35: past members
It is not necessary to settle a list of contributories consisting of past members of a company unless the Tribunal so orders. Where an order is made to settle such a list, these rules apply to its settlement in the same way as they apply to the list of present members.
Steps and periods as printed
| Step | Rule | Who | Form and period |
|---|---|---|---|
| Provisional list | 28 | Company Liquidator | WIN 17; not later than twenty-one days after the order |
| Notice of settlement date | 29(1) | Company Liquidator | WIN 18; reaches contributories not less than fourteen days before |
| Objection affidavit | 29(1) | Contributory | Filed and served not less than two days before settlement |
| Affidavit of dispatch | 29(2) | Person who posted | WIN 19; not later than two days before settlement |
| Settlement and certification | 30 | Tribunal | WIN 20 |
| Notice of settled list | 31(1) | Company Liquidator | WIN 21; within seven days of receiving the settled list |
| Affidavit of service | 31(2) | Person who dispatched | WIN 22; within seven days of dispatch |
| Removal or variation application | 31(1), 33 | Contributory | Within fifteen days from service |
| Rectification | 34 | Company Liquidator | On notice to the contributory |
Example
Two weeks after the winding-up order against Pioneer Housing Limited, the Company Liquidator files a WIN 17 list in two parts: Mr Desai in his own right, and Mrs Desai as executor of her late father's holding. The Tribunal fixes a date and WIN 18 notices reach the contributories more than fourteen days before it. Mrs Desai files an affidavit three days before the date objecting that she holds the shares only as executor. The Tribunal hears her, settles the list and certifies it in WIN 20. Within seven days the liquidator sends WIN 21 notices; Mr Desai decides not to apply to vary his entry within the fifteen days.
Need help with a list of contributories?
Being placed on the list can fix a person's liability to contribute, and the objection window is short. Our team can help review notices, prepare affidavits and appear on the settlement date through legal dispute resolution.
Key takeaways
- The provisional list in WIN 17 is due not later than twenty-one days after the winding-up order, unless the Tribunal dispenses with settlement.
- Notice in WIN 18 must reach contributories not less than fourteen days before settlement; objections are by affidavit not less than two days before.
- The Tribunal settles and certifies the list in WIN 20 under section 285(1).
- The liquidator sends WIN 21 within seven days; an application to remove a name or vary the list is due within fifteen days of service.
- Past members need not be listed unless the Tribunal orders.
Read next
- Rules 25–27: the Company Liquidator's report
- Rules 131–138: calls on contributories and uncalled capital
- Section 285: list of contributories
- Rules 36–44: meetings and the advisory committee
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.