Section 273 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 273 tells you what the Tribunal (NCLT) can do once a winding-up petition has been presented under section 272. It can dismiss the petition, make an interim order, appoint a provisional liquidator, order the company to be wound up, or pass any other order, and it must do so within ninety days of presentation of the petition.
On receipt of a petition under section 272, the Tribunal may (a) dismiss it with or without costs, (b) make any interim order, (c) appoint a provisional liquidator until the winding-up order is made, (d) order winding up with or without costs, or (e) pass any other order it thinks fit. An order must be made within ninety days from presentation of the petition. The Tribunal cannot refuse a winding-up order only because the assets are mortgaged or there are no assets.
Why section 273 still matters after the IBC
Before the Insolvency and Bankruptcy Code, 2016 (IBC), a company's inability to pay its debts was itself a ground for winding up under the Companies Act. The consolidated text now shows section 271 as substituted by the IBC's Eleventh Schedule with effect from 15 November 2016. Inability to pay debts is no longer among its grounds. That subject is dealt with under the IBC, and voluntary winding up has also moved to the IBC. What stays with the Companies Act is winding up by the Tribunal on the grounds that section 271 still lists.
Section 271 provides that a company may, on a petition under section 272, be wound up by the Tribunal:
| Clause | Ground |
|---|---|
| (a) | The company has, by special resolution, resolved that it be wound up by the Tribunal |
| (b) | The company has acted against the interests of the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality |
| (c) | On an application by the Registrar or any other person authorised by the Central Government by notification under the Act, the Tribunal is of the opinion that the affairs of the company have been conducted in a fraudulent manner, or it was formed for a fraudulent and unlawful purpose, or the persons concerned in its formation or management have been guilty of fraud, misfeasance or misconduct, and it is proper that the company be wound up |
| (d) | The company has made default in filing its financial statements or annual returns with the Registrar for the immediately preceding five consecutive financial years |
| (e) | The Tribunal is of the opinion that it is just and equitable that the company be wound up |
Our article on the complete list of section 271 grounds goes into each ground. Section 273 is what the Tribunal does with a petition on any of them. Section 231(2) is also linked: a winding-up order after a failed scheme is deemed to be an order under section 273 (see section 231).
The link with section 272: who can petition
Section 273 applies "on receipt of a petition for winding up under section 272". Section 272(1) says a petition may be presented by the company, any contributory or contributories, the Registrar, a person authorised by the Central Government, or, in a case under clause (b) of section 271, the Central Government or a State Government. Two conditions in section 272 shape what the Tribunal sees:
- A petition by the company is admitted "only if accompanied by a statement of affairs" in the prescribed form and manner (section 272(4)).
- A copy of the petition must be filed with the Registrar, who must submit his views to the Tribunal within sixty days of receipt (section 272(5)).
The Registrar's own right to petition has limits as well: he may not petition on the ground in section 271(a) and he needs the previous sanction of the Central Government, which must give the company a reasonable opportunity to make representations (section 272(3)).
If your company has received a winding-up petition or you are considering presenting one, our legal dispute resolution team can help you assess the ground, the forum and the next steps.
Sub-section (1): the five orders
| Clause | Order | Notes from the text |
|---|---|---|
| (a) | Dismiss the petition | "with or without costs" |
| (b) | Make any interim order | "as it thinks fit" |
| (c) | Appoint a provisional liquidator | "till the making of a winding up order" |
| (d) | Order winding up | "with or without costs" |
| (e) | Any other order | "as it thinks fit" |
The ninety-day proviso
"An order under this sub-section shall be made within ninety days from the date of presentation of the petition." The period runs from presentation, not from admission or from the first hearing. The text does not say what follows if the period is missed, so treat it as a time limit that the Tribunal is expected to meet and check how the Tribunal and appellate forums apply it in practice.
Provisional liquidator: notice first
Before appointing a provisional liquidator under clause (c), the Tribunal must "give notice to the company and afford a reasonable opportunity to it to make its representations", unless, "for special reasons to be recorded in writing", it thinks fit to dispense with notice. So the default is notice and a hearing; dispensing with it needs recorded reasons. Section 275(2), as substituted, provides that the provisional liquidator or the Company Liquidator is appointed from among insolvency professionals registered under the IBC.
No refusal merely because the assets are mortgaged or absent
The third proviso says the Tribunal "shall not refuse to make a winding up order on the ground only that the assets of the company have been mortgaged for an amount equal to or in excess of those assets, or that the company has no assets." The word "only" matters. The Tribunal may still refuse on other grounds; it may not refuse on these two facts alone. This is also consistent with section 272(2), which allows a contributory to petition even when the company has no assets or no surplus assets.
Sub-section (2): the "just and equitable" petition
Where a petition is presented on the ground that it is just and equitable that the company be wound up, the Tribunal "may refuse to make an order of winding up" if it is of the opinion that "some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing the other remedy".
In practice this points to the remedies for oppression and mismanagement, covered in our article on oppression and mismanagement under section 241. A shareholder in a dispute should ask whether that route fits before seeking the heavier remedy of winding up.
What follows a winding-up order
Once the Tribunal orders winding up under clause (d), the directors and officers must, within thirty days of the order, submit books of account completed and audited up to the date of the order to the liquidator (section 274(3)). The Tribunal appoints the Company Liquidator at the time of the order (section 275(1)). Those steps are covered in the next articles in this series, starting with the statement of affairs under section 274.
Proposed change
The Corporate Laws (Amendment) Bill, 2026 has no clause amending section 273 itself. Clause 77 of the Bill proposes two small changes to section 271, the ground section that section 273 operates on: in clause (a), the words "by the Tribunal" would be omitted, and in clause (c), the words "by notification under this Act" would be omitted. These are proposals only. The Bill is pending and is not law as on 30 September 2026, so section 271 stands as set out in the table above.
Practical examples
Example 1: default in filings. A company has not filed financial statements or annual returns for five consecutive years. On a petition under section 271(d), the Tribunal may make an interim order, appoint a provisional liquidator after notice to the company, or order winding up. It must make its order within ninety days of the petition being presented.
Example 2: a shareholder dispute. Two family shareholders fall out and one files a "just and equitable" petition. The Tribunal considers that the petitioner could have pursued relief for oppression and that seeking winding up is unreasonable. Under sub-section (2), it may refuse the order.
Example 3: a company with no assets. A petition shows that the company has no assets. Under the third proviso, the Tribunal cannot refuse a winding-up order on that ground alone.
Need help with a winding-up petition?
Whether you are facing a petition or thinking of filing one, the ground, the forum, the evidence and the interim steps all need to be planned together. We can review the facts with you and explain the options. Speak to our team about legal dispute resolution.
Key takeaways
- Section 273 sets out the Tribunal's orders on a winding-up petition under section 272: dismiss, interim order, provisional liquidator, winding up, or any other order.
- An order must be made within ninety days from presentation of the petition.
- Notice to the company is required before appointing a provisional liquidator, unless dispensed with for special reasons recorded in writing.
- The Tribunal cannot refuse winding up only because assets are mortgaged or absent.
- On a "just and equitable" petition, the Tribunal may refuse if another remedy exists and the petitioners act unreasonably.
- Inability to pay debts is no longer a ground in section 271; it is dealt with under the IBC.
- The Bill, 2026 proposes changes to section 271 only, not to section 273, and is not law.
Read next
- Grounds for winding up by Tribunal: section 271 complete list
- Section 274: Statement of affairs in winding up
- IBC vs Companies Act winding up: key differences and when to use which
- Section 231: Tribunal power to enforce a compromise
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.