Rules 36 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, the creditors and contributories meet to decide who sits on the advisory committee that assists the Company Liquidator. Rules 36 to 44 cover that meeting, the liquidator's report on it in Form WIN 23, how vacancies are filled, the limits on dealings and profit by the liquidator and committee members, payment for special services, and the committee's own meetings, quorum, resignation and removal. 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 meeting to decide the committee's members is held under section 287(3) and conducted under the meeting rules that follow. The Company Liquidator reports the result in Form WIN 23 not later than seven days after the meeting. If the parties cannot agree, he applies to the Tribunal for directions and advertises the hearing date not less than seven days before it in Form WIN 24. A member's profit or purchase of assets without the Tribunal's leave is barred. The quorum is one-third of the members or two, whichever is higher.
Rule 36: the meeting to form the committee
The meeting of creditors and contributories under section 287(3), to decide who may be members of the advisory committee, is convened, held and conducted as the later rules provide for meetings of creditors and contributories. Rule 36 adds nothing further; the procedure is in rules 44 onward.
Rule 37: the liquidator's report on the meeting
- Report (37(1)). As soon as possible, and not later than seven days after the meeting, the Company Liquidator reports the result to the Tribunal in Form WIN 23.
- Agreed committee (37(2)). Where the creditors and contributories have agreed on the committee's constitution and members, an advisory committee is constituted accordingly, subject to section 287(2), and the liquidator sets out the members' names in his report.
- No agreement (37(3)). Where the Tribunal has directed that a committee be constituted and the creditors and contributories have not agreed on its composition, the liquidator, when making his report, applies to the Tribunal for directions on the composition and the members. The Tribunal fixes a date for considering the report, and the liquidator advertises that date as the Tribunal directs not less than seven days before the date, in Form WIN 24.
- Hearing (37(4)). On the hearing date, the Tribunal may, after hearing the liquidator and any creditor or contributory who appears, decide who the members will be or give other directions.
The Act's provisions on the committee and the directors' obligations that go with it are in sections 286 to 288. If you are asked to serve on an advisory committee, or are a liquidator working with one, our legal dispute resolution team can help you understand the limits in rules 39 and 40 before you act.
Rule 38: filling a vacancy
When a vacancy occurs, the Company Liquidator forthwith summons a meeting of creditors or contributories, as the case requires, to recommend a person to fill it; the meeting may recommend re-appointing the same person or propose another creditor or contributory. If, having regard to the position in the winding up, the liquidator thinks it unnecessary to fill the vacancy, he may apply to the Tribunal, which may order that it shall not be filled, or not be filled except in specified circumstances. The continuing members, if not less than two, may act despite a vacancy. If the creditors or contributories fail to fill it, the liquidator forthwith reports the failure to the Tribunal, which may by order fill the vacancy.
Rule 39: dealing with the company's assets
Neither the Company Liquidator nor any member of the advisory committee, while acting as such, may become a purchaser of any part of the company's assets, directly or indirectly, by himself or through his employer, partner, clerk, agent, servant or relative, except by leave of the Tribunal. A purchase made against the rule may be set aside by the Tribunal on the application of the liquidator, a creditor or a contributory, and the Tribunal may make such order as to costs as it thinks fit.
Rule 40: no profit for committee members
No member of the advisory committee may, except under the Tribunal's order, derive any profit from any transaction arising out of the winding up, or receive any payment out of the assets for services in administering them or for goods supplied to the Company Liquidator. This applies to dealings through an employer, partner, clerk, agent, servant or relative as well. A profit or payment made against the rule is disallowed or recovered, as the case may be, on the audit of the liquidator's accounts or otherwise.
Rule 41: costs of the Tribunal's order
Where an order of the Tribunal is obtained under rule 39 or 40, the costs of obtaining it are borne by the person in whose interest it is obtained and are not payable out of the company's assets.
Rule 42: payment to a member
Where the Tribunal's order allows a payment to a member of the advisory committee for services in administering the company's assets, the order must specify the nature of the services. Such an order is given only where the service is of a special nature. Except by the Tribunal's express order, no remuneration is paid to a member for services in the discharge of the duties of the office.
Rule 43: meetings of the committee
| Sub-rule | Rule |
|---|---|
| 43(1) | The committee meets at times it appoints; the Company Liquidator or one-third of the total number of members may also call a meeting |
| 43(2) | Quorum is one-third of the total number of members, or two, whichever is higher |
| 43(3) | It acts by a majority of members present, but not unless a quorum is present |
| 43(4) | A member may resign by written notice signed by him and delivered to the Company Liquidator |
| 43(5) | The office falls vacant if a member is adjudged insolvent, compounds or arranges with his creditors, or is absent from five consecutive meetings without the leave of those members who, with him, represent the creditors or contributories |
| 43(6) | A member may be removed, subject to the Tribunal's directions, by an ordinary resolution at a meeting of creditors (if he represents creditors) or contributories (if he represents contributories), on seven days' notice stating the object of the meeting |
Rule 44: meeting rules apply
Subject to the Tribunal's directions, the rules that follow apply to meetings of creditors and contributories convened under section 287(3) and section 292(3). Those rules, on notice, chairman, quorum, voting and proxies, are explained in the next articles of this series.
Periods in this group
| Step | Rule | Period as printed |
|---|---|---|
| Report on the meeting in WIN 23 | 37(1) | Not later than seven days after the meeting |
| Advertisement of the hearing date in WIN 24 | 37(3) | Not less than seven days before the date |
| Vacancy meeting | 38(1) | Forthwith |
| Removal resolution notice | 43(6) | Seven days' notice |
Example
After the winding-up order against Silverline Paper Limited, the creditors and contributories meet and agree on a five-member committee. The Company Liquidator reports the result in WIN 23 within seven days, naming them. Later one member, a creditor, resigns by written notice. The liquidator summons a creditors' meeting to fill the vacancy; the remaining four act meanwhile. The quorum for a five-member committee is two, because one-third of five is less than two and rule 43(2) takes the higher figure. A member who bought a lot of surplus machinery without the Tribunal's leave faces a set-aside application under rule 39.
Need help with an advisory committee?
Committee members and liquidators handle money and assets on behalf of the creditors, and the rules restrict profit and purchases tightly. Our team can help with committee procedure and the related Tribunal applications through legal dispute resolution.
Key takeaways
- The WIN 23 report on the meeting is due not later than seven days after it.
- If members cannot agree, the Tribunal decides the composition on the liquidator's application, after a WIN 24 advertisement not less than seven days before the hearing.
- The liquidator and committee members cannot buy company assets without the Tribunal's leave, and members cannot profit from the winding up.
- The quorum is one-third of the members or two, whichever is higher.
- A member can resign by written notice, may lose office by absence from five consecutive meetings and can be removed by ordinary resolution on seven days' notice.
Read next
- Rules 28–35: list of contributories
- Rules 45–50: notice, place, proof and chairman of meetings
- Sections 286 to 288: directors' obligations and the advisory committee
- Rules 25–27: the Company Liquidator's report
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.