Section 277 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 277 lists what must happen immediately after the Tribunal appoints a provisional liquidator or orders winding up: the order is intimated to the liquidator and the Registrar, the Registrar records and gazettes it, employees are treated as discharged, and the Company Liquidator sets up a winding up committee to monitor the liquidation.
The Tribunal must cause intimation of the order to the liquidator and the Registrar within seven days. The Registrar endorses his records, notifies the order in the Official Gazette and, for a listed company, informs the stock exchange(s). The order is deemed a notice of discharge to officers, employees and workmen, unless the business is continued. Within three weeks of the winding-up order, the Company Liquidator applies for a winding up committee of three members.
Why this still matters after the IBC
After the Insolvency and Bankruptcy Code, 2016, inability to pay debts and voluntary winding up are dealt with under the IBC. Winding up by the Tribunal under the Companies Act continues on the grounds that remain in section 271, such as five years of default in filing financial statements or annual returns. When such an order is made, section 277 sets the sequence of notices and the committee that follows. The preceding steps are in section 273 and sections 275–276.
If your company, employees or shares are affected by a winding-up order, our legal dispute resolution team can explain the consequences and what to do next.
Sub-sections (1) and (2): notice to the liquidator and the Registrar
| Step | Who | Time / content |
|---|---|---|
| Intimation of the order | Tribunal | Within a period not exceeding seven days from passing the order, to the Company Liquidator or provisional liquidator, and the Registrar |
| Endorsement | Registrar | On receipt, endorses the order in his records relating to the company |
| Gazette notification | Registrar | Notifies in the Official Gazette that the order has been made |
| Stock exchange | Registrar | For a listed company, intimates the appointment or order to the stock exchange(s) where the securities are listed |
The seven days apply to the order for appointment of a provisional liquidator as well as to a winding-up order. The text does not set a time for the Registrar's endorsement or gazette notice.
Sub-section (3): employees
"The winding up order shall be deemed to be a notice of discharge to the officers, employees and workmen of the company, except when the business of the company is continued." Two things follow from the text:
- The order itself operates as the notice. No separate termination notice is required by section 277.
- Where the liquidator continues the business (he has power to carry on the business so far as necessary for beneficial winding up, see section 290(1)(a)), the deemed discharge does not apply.
The section does not deal with what employees are owed. Their dues are treated in the provisions on priority of payments; see our article on preferential payments in winding up and the planned piece on section 327.
Sub-sections (4) to (8): the winding up committee
Constitution
Within three weeks from the date of the winding-up order, the Company Liquidator must apply to the Tribunal for constitution of a winding up committee "to assist and monitor the progress of liquidation proceedings". It consists of:
- The Official Liquidator attached to the Tribunal;
- A nominee of secured creditors; and
- A professional nominated by the Tribunal.
Functions (sub-section (5))
The Company Liquidator convenes the committee's meetings. It assists and monitors the liquidation in these areas:
| Clause | Function |
|---|---|
| (i) | Taking over assets |
| (ii) | Examination of the statement of affairs |
| (iii) | Recovery of property, cash or other assets, including benefits derived |
| (iv) | Review of audit reports and accounts |
| (v) | Sale of assets |
| (vi) | Finalisation of the list of creditors and contributories |
| (vii) | Compromise, abandonment and settlement of claims |
| (viii) | Payment of dividends, if any |
| (ix) | Any other function the Tribunal directs from time to time |
Reports and the final report
- Monthly report. The liquidator places before the Tribunal a report with the minutes of the committee's meetings on a monthly basis, signed by the members present, until the final report for dissolution is submitted (sub-section (6)).
- Draft final report. The liquidator prepares it for the committee's consideration and approval (sub-section (7)).
- Final report. The approved report is submitted to the Tribunal for passing a dissolution order (sub-section (8)). The steps after that are covered in dissolution after winding up.
Do not confuse this committee with the advisory committee under section 287, which is a separate body of creditors and contributories (see sections 286–288). Our older explainer on the committee of inspection may use different terminology, so rely on the text of sections 277 and 287 for a Tribunal winding up.
Proposed change
The Corporate Laws (Amendment) Bill, 2026 has no clause amending section 277. Its winding-up clause touches section 271 only. The Bill is pending and is not law as on 30 September 2026.
Practical examples
Example 1: listed company. The Tribunal orders winding up of a listed company. Within seven days the order is intimated to the liquidator and the Registrar. The Registrar endorses his records, issues the gazette notification and informs the stock exchange(s), so that investors see the notice on the exchange record.
Example 2: employees. The winding-up order is passed and the liquidator does not continue the business. The order operates as notice of discharge to all officers, employees and workmen.
Example 3: committee timing. The order is passed on 1 March. The Company Liquidator must apply for constitution of the winding up committee within three weeks, that is by 22 March.
Need help after a winding-up order?
The days after an order are busy: books, employees, the committee and the exchange record all need attention. We can walk through the sequence with you and explain what the Act requires of the company and its officers. Start with legal dispute resolution.
Key takeaways
- The Tribunal must intimate the order to the liquidator and the Registrar within seven days.
- The Registrar endorses, gazettes and, for listed companies, informs the stock exchanges.
- The order is a deemed notice of discharge to employees, unless business is continued.
- The liquidator must apply for a winding up committee within three weeks of the order.
- The committee has three members and monitors nine listed functions.
- The liquidator reports monthly until the final report leads to a dissolution order.
- The Bill, 2026 does not amend section 277 and is not law.
Read next
- Sections 275–276: Company Liquidator appointment and removal
- Sections 278–279: Effect of winding-up order and stay of suits
- Sections 281–282: Liquidator report and Tribunal directions
- Dissolution after winding up: the final step
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.