Rules 58 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.
Not every creditor can vote at a meeting in a winding up by the Tribunal. Rules 58 to 65 say what a creditor must lodge before voting, which debts carry no vote, how a secured creditor votes without giving up the security, what happens if it votes for the whole debt, how the chairman admits or rejects proofs for voting, and how the meeting is recorded and reported. 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.
A creditor must lodge a proof with the Company Liquidator before voting. A secured creditor, unless it surrenders its security, states its particulars and the value assessed by a registered valuer and votes only for the balance. If it votes for its whole debt, it is deemed to have surrendered the security unless the Tribunal finds inadvertence. The liquidator has fifteen days after the meeting to require the security to be given up. The minutes go into the Minute Book within 30 days, and the report to the Tribunal in Form WIN 34 within seven days.
Rule 58: when a creditor can vote
At a meeting of creditors held under section 287, or any adjournment, a person cannot vote as a creditor unless the person has duly lodged with the Company Liquidator, by the time stated in the notice, a proof of the debt claimed. At any other meeting of creditors, the creditor must have lodged a proof and the proof must have been admitted wholly or in part before the date of the meeting.
Two provisos limit the rule. It, and rules 59 to 62, do not apply to a creditors' meeting held before the section 287 meeting. And it does not apply to creditors or classes who, under the rules or the Tribunal's directions, need not prove their debts.
Rule 59: debts that carry no vote
A creditor cannot vote on:
- any unliquidated or contingent debt; or
- any debt whose value is not ascertained.
Nor can a creditor vote on a debt secured by a current bill of exchange or promissory note held by him, unless he is willing to treat the liability of every person liable on it before the company (and against whom no order of adjudication has been made) as a security in his hands, to estimate its value, and to deduct that value from his proof for voting purposes, though not for the purposes of dividend.
Rule 60: how a secured creditor votes
For voting at a meeting in a winding up by the Tribunal, a secured creditor, unless he surrenders the security, must state in his proof:
- the particulars of the security;
- the date when it was given; and
- the value at which it is assessed by a registered valuer.
He is entitled to vote only for the balance due to him, if any, after deducting the value of the security. If you hold security and are deciding whether to value it or surrender it, our legal dispute resolution team can go through the choice with you.
Rule 61: voting for the whole debt
If a secured creditor votes in respect of his whole debt, he is deemed to have surrendered his security. The one exception is where the Tribunal, on that creditor's application, is satisfied that the omission to value the security was due to inadvertence.
Rule 62: calling for the security
Where a secured creditor has voted on the basis of his own valuation of the security, the liquidator may, within fifteen days from the date of the meeting, require him to give up the security for the benefit of the creditors generally on payment of the value so estimated by him. If necessary, the liquidator may apply to the Tribunal for an order compelling the creditor to give it up. A proviso allows the Tribunal, for good cause shown, to permit the creditor to correct the valuation before being required to give up the security, on such terms as to costs as the Tribunal considers just.
The practical effect is that a creditor who values its security low risks being required to give it up at that figure. The claims side of the process, including debts that can be proved, is in section 324: debts admissible to proof.
Rule 63: admitting or rejecting a proof for voting
The chairman of the meeting has power to admit or reject a proof for voting, and his decision is subject to appeal to the Tribunal. If he is in doubt, he marks the proof as objected to and allows the creditor to vote, subject to the vote being declared invalid if the objection is sustained.
Rule 64: minutes and attendance list
- Minutes (64(1)). The chairman causes minutes of the proceedings to be drawn up and fairly entered in the Minute Book within 30 days, and they are signed by him or by the chairman of the next meeting.
- List of attendees (64(2)). A list of the creditors and contributories present at every meeting is made and kept in Form WIN 33.
Rule 65: report to the Tribunal
The Company Liquidator reports the result of the meeting to the Tribunal in Form WIN 34 within seven days of the conclusion of the meeting.
Summary table
| Rule | Subject | Period, form or test as printed |
|---|---|---|
| 58 | Proof needed to vote | Lodged by the time in the notice (section 287 meeting); admitted before the meeting (other meetings) |
| 59 | Debts without a vote | Unliquidated, contingent or unascertained debts; bill or note debts unless the holder deducts |
| 60 | Secured creditor | Particulars, date, registered valuer's value; vote only for the balance |
| 61 | Vote for whole debt | Security deemed surrendered, unless inadvertence is shown |
| 62 | Liquidator's call | Within fifteen days from the meeting |
| 63 | Proof admitted or rejected | Chairman decides; appeal to the Tribunal; doubtful proofs marked as objected to |
| 64 | Minutes and list | Within 30 days; Form WIN 33 |
| 65 | Report | Within seven days; Form WIN 34 |
Example
Bharat Bank holds a mortgage over the factory of Orient Steel Limited and has a proof for a large sum. Before the section 287 meeting it lodges the proof, states the particulars and date of the mortgage and a registered valuer's value, and votes only for the balance. Within fifteen days of the meeting, the Company Liquidator may require the bank to give up the mortgage on payment of that value. A supplier whose claim is in dispute has its proof marked as objected to by the chairman and votes subject to the vote being declared invalid if the objection is sustained. The Company Liquidator files the WIN 34 report within seven days.
Need help with a secured creditor's vote?
Valuing security and voting the balance carries consequences for the security itself, and chairman's decisions can be appealed. Our team can help a creditor, contributory or liquidator through legal dispute resolution.
Key takeaways
- A creditor must lodge a proof before it can vote, and for most meetings the proof must have been admitted first.
- Unliquidated, contingent and unascertained debts carry no vote.
- A secured creditor votes only for the balance after the registered valuer's value of its security.
- Voting for the whole debt means surrendering the security, unless the Tribunal finds inadvertence.
- The liquidator has fifteen days to call for the security; minutes are due in 30 days and the WIN 34 report in seven.
Read next
- Rules 51–57: resolutions, adjournment and quorum
- Rules 66–75: proxies at meetings
- Section 324: debts admissible to proof
- Section 327: preferential payments in winding up
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.