Section 272 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.
Section 272 answers a practical question at the start of a winding up by the Tribunal: who is entitled to present the petition. It names the classes of petitioner, protects the right of a contributory to petition even where the shares are fully paid up, regulates the Registrar's petition, and requires a company's own petition to come with a statement of affairs.
A petition for winding up may be presented by the company, any contributory or contributories, the Registrar, any person authorised by the Central Government, or the Central Government or a State Government in a case under clause (b) of section 271. A contributory's right is not lost because shares are fully paid up, subject to holding for at least six months during the eighteen months before the winding up commences (or devolution on death). The Registrar needs the previous sanction of the Central Government. A company's petition is admitted only with a statement of affairs, and a copy goes to the Registrar, who has sixty days to submit his views.
Where section 272 sits
Section 272 is in Chapter XX (winding up), Part I, which deals with winding up by the Tribunal. Section 270 and section 271 come first: our post on sections 270 and 271 is the place to start for the opening provisions of the Chapter on winding up. Section 272 says who may start the case; section 273 says what the Tribunal can do on receiving the petition.
This article reads the section as printed in the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted). The section stands as substituted by section 255 of, and the Eleventh Schedule to, the Insolvency and Bankruptcy Code, 2016, with effect from 15 November 2016. In sub-section (3), the words "of that section" were substituted by Act 22 of 2019 with effect from 15 August 2019. Winding up on the ground of inability to pay debts and voluntary winding up are now under the Code; see our post on section 255 and the Eleventh Schedule. No later amendment was found in the texts consulted; later amendments should be checked on the official text.
Procedure is in the Companies (Winding Up) Rules, 2020. Our post on rules 1 to 4 covers the application, definitions, petition and statement of affairs, and rules 5 to 8 cover admission of the petition, advertisement and withdrawal. This article takes no period, form number or fee from the rules.
If you need to start or defend a winding up petition, our legal dispute resolution team can advise on standing and strategy.
Sub-section (1): the classes of petitioner
A petition to the Tribunal for the winding up of a company shall be presented by:
- (a) the company;
- (b) any contributory or contributories;
- (c) all or any of the persons specified in clauses (a) and (b), acting together;
- (d) the Registrar;
- (e) any person authorised by the Central Government in that behalf; or
- (f) in a case falling under clause (b) of section 271, the Central Government or a State Government.
The opening words say the list is "subject to the provisions of this section", so the later sub-sections qualify it.
Sub-section (2): the contributory
A contributory is entitled to present a petition even though he holds fully paid-up shares, or the company has no assets at all or no surplus assets for distribution to shareholders after its liabilities are satisfied. The shares in respect of which he is a contributory, or some of them, must have been either originally allotted to him or held by him and registered in his name for at least six months during the eighteen months immediately before the commencement of the winding up, or have devolved on him through the death of a former holder. The six months and eighteen months are as printed.
Sub-section (3): the Registrar
The Registrar is entitled to present a petition under section 271, except on the grounds specified in clause (a) of that section. Two provisos apply: the Registrar must obtain the previous sanction of the Central Government before presenting the petition, and the Central Government shall not give its sanction unless the company has been given a reasonable opportunity of making representations.
Sub-section (4): the company's own petition
A petition presented by the company for winding up before the Tribunal "shall be admitted only if accompanied by a statement of affairs in such form and in such manner as may be prescribed". The statement of affairs is also the subject of section 274, covered in our post on the statement of affairs in winding up.
Sub-section (5): copy to the Registrar
A copy of the petition made under section 272 is also filed with the Registrar. The Registrar shall, without prejudice to any other provisions, submit his views to the Tribunal within sixty days of receipt of the petition.
Sub-sections and periods at a glance
| Sub-section | What it says | Who acts | Period as printed |
|---|---|---|---|
| (1) | Classes of petitioner: company, contributory, Registrar, authorised person, Central or State Government | Each as listed | No period printed |
| (2) | Contributory may petition despite fully paid shares or no assets; shares allotted or held and registered | Contributory | At least six months during the eighteen months before commencement of the winding up |
| (3) | Registrar may petition under section 271, except on grounds in clause (a) of that section; previous sanction of the Central Government | Registrar; Central Government | No period printed |
| (3), second proviso | Sanction only after the company has had a reasonable opportunity to make representations | Central Government | No period printed |
| (4) | Company's petition admitted only with a statement of affairs | Company | No period printed |
| (5) | Copy of petition filed with the Registrar; Registrar submits views | Company or petitioner; Registrar | Sixty days of receipt of the petition |
Worked example
Meridian Agro Limited has accumulated losses and its major shareholder, Ms Banerjee, who holds fully paid-up shares allotted to her, wants it wound up by the Tribunal. She has held the shares, registered in her name, for more than six months during the eighteen months immediately before the commencement of the winding up. The fact that her shares are fully paid and that the company may have no surplus assets does not prevent her from presenting a petition as a contributory under sub-section (2).
Separately, suppose the company itself resolves to petition. Its petition has to come with a statement of affairs in the prescribed form and manner; without it the Tribunal admits nothing. A copy of the petition is filed with the Registrar, who must send his views to the Tribunal within sixty days of receipt. If the Registrar himself wished to present a petition, he would first need the previous sanction of the Central Government, and the Central Government could not grant it until Meridian had been given a reasonable opportunity to make representations.
Common mistakes
- Assuming a fully paid shareholder cannot petition. Sub-section (2) says a contributory may petition despite holding fully paid-up shares.
- Misreading the holding test. The text speaks of six months during the eighteen months immediately before the commencement of the winding up; a single count of "six months" is incomplete.
- Filing a company petition without the statement of affairs. Sub-section (4) makes it a condition of admission.
- Overlooking the Registrar's sanction. The Registrar needs the Central Government's previous sanction, and the company must first have been heard.
- Forgetting the copy to the Registrar. A copy of every petition under the section is to be filed with the Registrar, who has sixty days.
- Using this section for inability-to-pay-debts cases. That ground and voluntary winding up are now under the Code.
Need help with a winding up petition?
Whether you are a contributory weighing a petition, a company facing one or a creditor assessing the route, we can check standing under the six classes, prepare the papers and appear for you. Talk to our legal dispute resolution team.
Key takeaways
- Sub-section (1) lists who may present a winding up petition: the company, contributories, the Registrar, an authorised person, or the Central or State Government in a section 271(b) case.
- A contributory may petition even with fully paid shares, subject to the holding test of six months during eighteen months, or devolution on death.
- The Registrar needs the previous sanction of the Central Government, given only after the company has had a reasonable opportunity to make representations.
- A company's petition is admitted only with a statement of affairs.
- The Registrar submits his views within sixty days of receiving the petition.
- The section stands as substituted by the Code with effect from 15 November 2016; check the Winding Up Rules, 2020 for procedure.
Read next
- Section 273: powers of the Tribunal in winding up
- Section 280: jurisdiction of the Tribunal in winding up
- Section 334: transfers after commencement of winding up
- Sections 270 and 271: winding up
Disclaimer: Based on the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted on 4 October 2026). Later amendments to the Act, the rules made under it and the Insolvency and Bankruptcy Code, 2016 should be checked. This article is general information, not legal advice; check the official text before acting.