Rules 91 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 Company Liquidator accounts to the Tribunal twice a year. Rules 91 to 99 set the dates, the form of the account, the affidavit of no receipts or payments, the audit by a Chartered Accountant from the Tribunal's panel, the audit certificate and its filing with the Registrar of Companies, who may inspect the accounts, and how the Tribunal considers them. 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 orders otherwise, accounts are filed twice a year, made up to 31 March (filed by 30 June) and 30 September (filed by 31 December). The account is a statement of receipts and payments in Form WIN 39, in three copies, with an affidavit in WIN 40; the final account is in WIN 41. The auditor certifies within one month of receiving the account, requisitioned in WIN 42. Accounts need not be audited where transactions in the period are ten thousand rupees or less.
Rule 91: half-yearly accounts
For section 294(2), and unless the Tribunal orders otherwise, the Company Liquidator files his accounts to the Tribunal twice a year, made up to 31 March and 30 September. The account to 31 March is filed not later than the following 30 June, and the account to 30 September not later than the following 31 December.
Three provisos follow:
- the final accounts are filed as soon as the company's affairs have been fully wound up, whatever the period;
- the Tribunal may allow the liquidator to forward completed accounts directly to the auditor for audit, in Form WIN 42, with the audit certificate to reach the Tribunal not later than one month from the auditor's receipt of the accounts, as required under section 294(3); and
- the accounts need not be audited where the transactions during the period are for ten thousand rupees or less.
The Act's side of the liquidator's books and audit is explained in sections 293 and 294.
Rule 92: the form of the account
The account is a statement of receipts and payments in Form WIN 39, prepared according to the instructions in that form, and three copies are filed. It is verified by the Company Liquidator's affidavit in Form WIN 40, and the final account is in Form WIN 41.
Rule 93: nil account
Where the Company Liquidator has not received or paid any sum on account of the company's assets during the period, he files an affidavit of no receipts or payments on the date by which the account for that period is due.
If you are a liquidator working out the filing dates or a creditor checking whether accounts have been filed on time, our legal dispute resolution team can help.
Rule 94: copy to the auditor
As soon as the accounts are filed, the Registry sends one copy to the auditor with a requisition in Form WIN 42, asking that the accounts be audited and a certificate of audit submitted to the Tribunal not later than one month from the date of receipt of the copy, as section 294(3) requires. A proviso says that the accounts need not be audited where the total transactions in the period are ten thousand rupees or less.
Rule 95: the audit
The accounts are preferably audited by one or more Chartered Accountants appointed by the Tribunal from the panel it maintains. The audit is a complete check of the Company Liquidator's accounts. He produces all books and vouchers to the auditor and gives all explanations, information and assistance required.
Rule 96: the audit certificate
After the audit, the auditor sends the Registry a certificate of audit with any observations and comments, together with a copy, and another copy to the Company Liquidator. The Company Liquidator files a copy of the audit certificate together with a copy of the audited accounts with the Registrar of Companies. The Registry files the original certificate with the Tribunal's records.
Rule 97: audit fees
The audit fees are fixed by the Tribunal from time to time, having regard to the nature and complexity of the case. The rule prints no amount or scale.
Rule 98: inspection
Any creditor or contributory may inspect the accounts and the auditor's certificate in the Tribunal's office on payment of a fee of one hundred rupees and obtain a copy at five rupees per page.
Rule 99: before the Tribunal
On the audit, the Registry places the statement of account and the auditor's certificate before the Tribunal for its consideration and orders.
Dates and periods in this group
| Step | Rule | Period or form as printed |
|---|---|---|
| Account to 31 March | 91 | Filed not later than 30 June following |
| Account to 30 September | 91 | Filed not later than 31 December following |
| Final accounts | 91 | As soon as the affairs are fully wound up |
| Account | 92 | Form WIN 39, three copies; affidavit WIN 40; final account WIN 41 |
| Nil account | 93 | Affidavit of no receipts or payments on the due date |
| Audit requisition | 94 | Form WIN 42; certificate within one month of the auditor's receipt |
| Exemption from audit | 91, 94 | Transactions for ten thousand rupees or less |
| Inspection | 98 | One hundred rupees; copies five rupees per page |
| Consideration | 99 | Registry places account and certificate before the Tribunal |
Example
The Company Liquidator of Nova Chemicals Limited files his account to 31 March in WIN 39 in three copies on 20 June, with a WIN 40 affidavit. The Registry sends a copy to a Chartered Accountant from the Tribunal's panel with a WIN 42 requisition. She produces her certificate within a month of receiving it, and the liquidator files a copy of it with the audited accounts with the Registrar of Companies. For the half year to 30 September, the liquidator received and paid nothing, so he files a nil-account affidavit by 31 December. An unsecured creditor pays one hundred rupees to inspect the accounts and the certificate at the Tribunal's office.
Need help with a liquidator's accounts?
Account dates, forms and audit certificates run on a fixed rhythm that is easy to miss. Our team can help liquidators with filings and creditors with reviews and objections through legal dispute resolution.
Key takeaways
- Accounts are filed half-yearly: to 31 March by 30 June, and to 30 September by 31 December, unless the Tribunal orders otherwise.
- The account is in Form WIN 39 in three copies, with a WIN 40 affidavit; the final account is WIN 41.
- A nil account is an affidavit of no receipts or payments.
- Audit is by a Chartered Accountant from the Tribunal's panel, with the certificate due within one month; a copy goes to the Registrar of Companies.
- Accounts for ten thousand rupees or less of transactions need not be audited; creditors and contributories can inspect for one hundred rupees.
Read next
- Rules 81–90: bank accounts and investment of surplus funds
- Rules 100–104: notice for proving debts
- Sections 293 and 294: liquidator's books and audit
- 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.