Rules 66 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.
A creditor or contributory in a winding up by the Tribunal can attend a meeting in person or send a proxy. Rules 66 to 75 set out the proxy rules: who may represent a body corporate, the two forms of proxy, the Company Liquidator as proxy, the forms that go with the notice, the 48-hour lodging deadline, the bar on voting for personal gain, and the safeguards for minors and for people who cannot sign or read English. 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 or contributory may vote in person or by proxy. A general proxy is in Form WIN 35 and a special proxy in Form WIN 36. A proxy is lodged with the Company Liquidator not later than 48 hours before the meeting. A proxy holder cannot vote for a resolution that would give himself, his partner or his employer remuneration out of the assets other than as a creditor ratably with the others. No minor can be a proxy.
Rule 66: voting in person or by proxy
A creditor or contributory may vote in person or by proxy. Where a person is authorised, in the manner provided by section 113, to represent a body corporate at a meeting, that person produces to the Company Liquidator or the chairman a copy of the authorising resolution. The copy must be certified as a true copy by a director, manager, secretary or other officer of the company duly authorised for the purpose, who certifies that he is so authorised.
Rule 67: general and special proxies
A creditor or contributory may give a general proxy or a special proxy to any person. A general proxy is in Form WIN 35 and a special proxy in Form WIN 36. The rule does not define the difference; the forms do. If you are unsure which form fits your case, our legal dispute resolution team can help you choose and complete it.
Rule 68: the liquidator or chairman as proxy
A creditor or contributory in a winding up by the Tribunal may appoint the Company Liquidator, or if there is no liquidator, the chairman of the meeting, to act as general or special proxy.
Rule 69: deputy for the liquidator
Where a Company Liquidator who holds proxies cannot attend the meeting they were given for, he may in writing depute a person under his official control to use the proxies on his behalf and in the manner he directs.
Rule 70: forms sent with the notice
Forms of proxy are sent to the creditors and contributories with the notice summoning the meeting. No name is inserted or printed in the form before it is sent. The notice itself is explained in rules 45 to 50.
Rule 71: lodging
A proxy is lodged not later than 48 hours before the meeting at which it is to be used, with the Company Liquidator in a winding up by the Tribunal.
Rule 72: no vote for personal remuneration
No person acting under a general or special proxy may vote in favour of a resolution that would directly or indirectly place himself, his partner or his employer in a position to receive remuneration out of the assets of the company, other than as a creditor ratably with the other creditors.
Rule 73: minors
No person who is a minor may be appointed a general or special proxy.
Rule 74: blind or incapable creditors and contributories
The proxy of a creditor or contributory who is blind or incapable of writing may be accepted if the person has attached a signature or mark in the presence of a witness, who adds his description and address. A proviso requires all insertions in the proxy to be in the witness's handwriting, with the witness certifying at the foot of the proxy that he made them at the request and in the presence of the creditor or contributory before the signature or mark was attached.
Rule 75: a person who does not know English
The proxy of a creditor or contributory who does not know English may be accepted if it is executed in the manner in rule 74 and the witness certifies that it was explained to the person in a language known to him, and gives the creditor's or contributory's name in English below the signature.
Proxy requirements in one table
| Point | Rule | As printed |
|---|---|---|
| Who can vote | 66 | In person or by proxy; a company's representative produces a certified copy of the authorising resolution |
| Forms | 67 | General proxy WIN 35; special proxy WIN 36 |
| Liquidator as proxy | 68, 69 | May be appointed; may depute a person under his control |
| Forms with notice | 70 | Sent with the notice with no name inserted |
| Lodging | 71 | Not later than 48 hours before the meeting, with the Company Liquidator |
| Self-interest | 72 | No vote that gives the holder, his partner or his employer remuneration out of the assets, other than ratably as a creditor |
| Minors | 73 | Cannot be appointed |
| Blind or unable to write | 74 | Signature or mark before a witness; witness writes the insertions and certifies |
| Not knowing English | 75 | As rule 74, with explanation in a language known to the person and the name in English |
How these rules differ from the scheme meeting rules
The Companies (Compromises, Arrangements and Amalgamations) Rules use similar words for proxies at a Tribunal-convened meeting on a scheme, with a 48-hour lodging period and the same minor, blind and English-language safeguards. The winding-up rules go further in three respects: they provide for the Company Liquidator to hold proxies and depute a person to use them, they bar self-interested votes, and they prescribe the forms WIN 35 and WIN 36. Those scheme-meeting rules are explained in rules 9 to 14 of the CAA Rules.
Example
At a meeting of Oriental Dyes Limited's creditors, the Company Liquidator has been named proxy by a small supplier on Form WIN 36 and cannot attend one session; he deputes an officer in writing to use it. A creditor, Mrs Rekha Nair, who cannot write, attaches a thumb mark to her WIN 35 form in front of a witness; the witness writes every insertion, adds his description and address, and certifies the form. Another proxy holder, a consultant who stands to be paid out of the company's assets, finds that rule 72 bars him from voting for a resolution that would pay him other than as a creditor ratably with the rest.
Need help with proxies in a liquidation?
Proxy defects are a common reason for a vote to be challenged, and the form, lodging time and witness rules all matter. Our team can help creditors and contributories prepare valid proxies and respond to disputes through legal dispute resolution.
Key takeaways
- A creditor or contributory votes in person or by proxy; a body corporate's representative produces a certified copy of the authorising resolution.
- A general proxy is WIN 35 and a special proxy is WIN 36.
- Lodge the proxy with the Company Liquidator not later than 48 hours before the meeting.
- A proxy holder cannot vote to secure remuneration for himself, his partner or his employer out of the assets, except as a creditor ratably.
- Minors cannot be proxies, and special witness rules apply to blind, incapable and non-English-reading holders.
Read next
- Rules 58–65: who may vote, secured creditors, minutes and report
- Rules 76–80: periodical reports, staff, professionals and books
- Rules 9–14 of the CAA Rules: voting and proxies at scheme meetings
- 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.