Rules 45 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 45 to 50 set out the mechanics of a meeting of creditors or contributories in a winding up by the Tribunal: how much notice the Company Liquidator gives and how, where and when the meeting is held, which officers of the company are called, how proof of the notice is filed, who pays for the meeting, and who chairs it. 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 Company Liquidator gives not less than fourteen days' notice by registered post, speed post or electronic means, in Forms WIN 25 to 29 as applicable, and also advertises in an English and a regional-language daily where there are more than five hundred creditors or contributories. Officers who ought to attend get fourteen days' notice in Form WIN 30. An affidavit of dispatch in Form WIN 31 is proof of notice. The cost is met from the company's assets, and the chairman is the liquidator or his nominee (Form WIN 32).
Rule 45: notice of the meeting
45(1): fourteen days and the mode
The Company Liquidator summons meetings of creditors and contributories by giving not less than fourteen days' notice, sent individually to every creditor and every contributory, by registered post, speed post or electronic means, so as to reach them not less than fourteen days before the meeting.
A proviso adds that where the number of creditors or contributories exceeds five hundred, the Company Liquidator also gives fourteen days' notice of the time and place by advertisement in one daily newspaper in English and one daily newspaper in the principal regional language circulating in the State or Union territory concerned.
45(2): addresses
The notice to a creditor goes to the address given in the creditor's proof, as referred to in rule 101, or if the creditor has not proved, to the address in the statement of affairs, or the address in the books of the company, or another address known to the person summoning the meeting. The notice to a contributory goes to the address in the books of the company or another address known to the person summoning the meeting.
45(3): forms
The notices are in Forms WIN 25 to 29 as may be applicable.
If you have received a notice for a creditors' or contributories' meeting and need to confirm that it meets the rule, our legal dispute resolution team can look at it with you.
Rule 46: place and time
Every meeting is held at the place and time the Company Liquidator considers convenient for the majority of the creditors, the contributories or both. Different times or places may be appointed for the meeting of creditors and the meeting of contributories if thought fit.
Rule 47: notice to officers of the company
- Notice (47(1)). The Company Liquidator gives each officer of the company whom he thinks ought to attend the first or any other meeting fourteen days' notice of the time and place in Form WIN 30. It may be delivered by hand or sent by registered post, speed post or electronic means. Every officer who receives the notice must attend if required by the Company Liquidator. If an officer fails to attend, the liquidator may report this to the Tribunal, which may issue such directions as it thinks fit.
- Interrogatories (47(2)). Instead of requiring attendance, the liquidator may require an officer to answer interrogatories or give information in writing. If the officer fails, the liquidator reports it to the Tribunal, which may issue directions.
Rule 48: proof of notice
An affidavit by any person who sent the notice, saying that it was duly sent, is sufficient evidence that the notice was sent to the person it was addressed to. The affidavit is filed in the Tribunal in Form WIN 31.
Rule 49: costs of the meeting
The cost of convening and conducting the meeting of creditors or contributories is met out of the assets of the company.
Rule 50: the chairman
The Company Liquidator, or a person nominated by him, is the Chairman of the meeting. The nomination is in Form WIN 32.
The Act's provisions for the meetings and what follows when the liquidation is complete are in sections 354 to 358. For which debts can be proved by creditors, see the Act's note on debts admissible to proof under section 324.
Notice requirements as printed
| Step | Rule | Who | Form and period |
|---|---|---|---|
| Notice of meeting to every creditor and contributory | 45(1) | Company Liquidator | Not less than fourteen days; WIN 25 to 29 |
| Newspaper advertisement | 45(1) proviso | Company Liquidator | Fourteen days' notice; only where more than five hundred creditors or contributories |
| Notice to officers | 47(1) | Company Liquidator | Fourteen days; WIN 30 |
| Interrogatories instead of attendance | 47(2) | Company Liquidator | Written answers or information |
| Proof of notice | 48 | Person who sent notice | WIN 31 affidavit |
| Chairman's nomination | 50 | Company Liquidator | WIN 32 |
Example
The Company Liquidator of Zenith Textiles Limited has 620 creditors. He sends a WIN 25 notice to each of them by speed post and e-mail so as to reach them at least fourteen days before the meeting, to the addresses in their proofs where they have proved. Because the creditors exceed five hundred, he also advertises the time and place in an English daily and a regional-language daily. He sends the former finance manager a WIN 30 notice; the finance manager does not attend, and the liquidator reports it to the Tribunal. The clerk who posted the notices swears a WIN 31 affidavit.
Need help with a liquidation meeting?
Defective notice can delay a meeting, and officers who are called are expected to attend or answer. Our team can help the Company Liquidator or an officer or creditor on the receiving end through legal dispute resolution.
Key takeaways
- Notice must reach creditors and contributories not less than fourteen days before the meeting.
- A newspaper advertisement is added where creditors or contributories exceed five hundred.
- Officers whom the liquidator thinks ought to attend get fourteen days' notice in WIN 30.
- An affidavit in WIN 31 is sufficient proof that notice was sent.
- The meeting's cost is met out of the company's assets; the Company Liquidator or his nominee chairs it.
Read next
- Rules 36–44: the advisory committee
- Rules 51–57: resolutions, adjournment and quorum
- Sections 354 to 358: meetings, dissolution, void and limitation
- Section 324: debts admissible to proof
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.