Sections 299 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.
In a winding up by the Tribunal, the Tribunal can call people in and question them. Section 299 lets it summon anyone who holds company property, owes the company money or knows about its affairs. Section 300 goes further: if the liquidator reports fraud, the Tribunal can have a promoter, director or other officer examined on oath about the company's conduct.
After a provisional liquidator is appointed or a winding-up order is made, the Tribunal may summon officers and other persons who hold company property or books, owe it money, or can give information (section 299), examine them on oath, and order payment or delivery of property. Where a winding-up order has been made and the liquidator reports that in his opinion a fraud has been committed, the Tribunal may direct the person to attend and be examined (section 300). What is said can later be used in evidence against the person examined.
Why these powers still matter after the IBC
Since the Insolvency and Bankruptcy Code, 2016 (IBC), inability to pay debts and voluntary winding up are handled under the Code. The Companies Act still provides for winding up by the Tribunal on the grounds left in section 271, such as default in filing financial statements or annual returns for five consecutive years, fraudulent conduct of affairs, or a just and equitable ground. In those cases the Tribunal has the tools in sections 299 and 300 to find the company's assets and look into how it was run.
If you have received a summons in a winding-up matter, or need to recover company property from someone, our legal dispute resolution team can help you understand the order and prepare.
Section 299: summoning persons who hold property or information
Who can be summoned (sub-section 1)
At any time after the appointment of a provisional liquidator or the passing of a winding-up order, the Tribunal may summon before it:
- any officer of the company;
- any person known or suspected to have in his possession any property, books or papers of the company;
- any person known or suspected to be indebted to the company; and
- any person the Tribunal thinks capable of giving information about the promotion, formation, trade, dealings, property, books, papers or affairs of the company.
Examination and production (sub-sections 2 to 4)
| Sub-section | Power |
|---|---|
| (2) | Examine the person on oath, orally, on written interrogatories or on affidavit, and in the first case reduce answers to writing and require him to sign |
| (3) | Require production of books and papers; a claim of lien is not defeated by production, and the Tribunal decides questions about the lien |
| (4) | Direct the liquidator to file a report about debt or property of the company in the possession of others |
Orders the Tribunal can make (sub-sections 5 to 8)
| Sub-section | Rule |
|---|---|
| (5)(a) | If a person is indebted to the company, order him to pay the provisional liquidator or liquidator the amount or part of it, in full discharge or not, with or without costs of the examination |
| (5)(b) | If a person holds company property, order him to deliver it, or part of it, on such time, manner and terms as the Tribunal considers just |
| (6) | If a summoned person fails to appear without reasonable cause, the Tribunal may impose an appropriate cost |
| (7) | Orders under (5) are executed like decrees for payment of money or delivery of property under the Code of Civil Procedure, 1908 |
| (8) | A person who pays or delivers under such an order is, unless the order says otherwise, discharged from all liability for that debt or property |
Sub-section (8) is a protection: someone who complies with the Tribunal's order is discharged, so he need not fear a second claim for the same debt or property. Sub-section (7) means a Tribunal order under (5) can be enforced like a civil court's decree, not merely treated as advice.
Section 300: examination of promoters, directors and officers
The trigger (sub-section 1)
Two conditions must be met: an order has been made for winding up the company by the Tribunal, and the Company Liquidator has made a report to the Tribunal under the Act stating that, in his opinion, a fraud has been committed by any person "in the promotion, formation, business or conduct of affairs of the company since its formation". After considering the report, the Tribunal may direct the person or officer to attend on a day it appoints and be examined on the promotion or formation, on the conduct of the business, or on his conduct and dealings as an officer.
Note what the text does not say: the Tribunal "may" direct examination; it is not automatic. It acts on the liquidator's report and in the Tribunal's discretion.
How the examination works (sub-sections 2 to 10)
| Sub-section | Rule |
|---|---|
| (2) | The liquidator takes part and, if specially authorised by the Tribunal, may employ legal assistance sanctioned by it |
| (3) | The person is examined on oath and must answer all questions the Tribunal puts or allows |
| (4) | Before examination, he is furnished, at his own cost, with a copy of the liquidator's report; he may, at his own cost, employ chartered accountants, company secretaries, cost accountants or legal practitioners entitled to appear before the Tribunal under section 432, who may put questions to enable him to explain or qualify his answers |
| (5) | If he applies to be exculpated from charges made or suggested, the liquidator must appear on the hearing and draw the Tribunal's attention to relevant matters |
| (6) | If the Tribunal allows his application, it may order payment of such costs to him as it thinks fit |
| (7) | Notes of examination are written, read over to or by him and signed by him; a copy is supplied to him; they may later be used in evidence against him and are open to inspection by any creditor or contributory |
| (8) | The Tribunal may adjourn the examination |
| (9) | The Tribunal may direct that the examination be held before a person or authority it authorises |
| (10) | That person or authority may exercise the Tribunal's powers on conduct of the examination, but not on costs |
Two protections stand out. First, he gets a copy of the liquidator's report before the examination, so he knows the case against him. Second, he may bring his own professional adviser, who can put questions to help him explain his answers. There is also a route to seek exculpation, with costs if successful.
The flip side is sub-section (7): his answers, signed by him, may be used in evidence against him. Anyone summoned should therefore prepare with legal advice before appearing.
Criminal-law references
Sections 299 and 300 refer to civil procedure (the Code of Civil Procedure, 1908) and to use of the notes "in evidence", not to the old criminal codes. If you read other winding-up provisions that cite the Code of Criminal Procedure, the Indian Penal Code or the Indian Evidence Act, note that from 1 July 2024 they are read as references to the Bharatiya Nagarik Suraksha Sanhita, 2023, the Bharatiya Nyaya Sanhita, 2023 and the Bharatiya Sakshya Adhiniyam, 2023.
Practical examples
Example 1: missing stock. After a winding-up order, the liquidator learns that a supplier may be holding company goods. The Tribunal summons the supplier under section 299, examines him, and orders delivery of the goods under section 299(5)(b). Once he delivers, he is discharged under sub-section (8).
Example 2: a fraud report. The liquidator reports that funds were diverted by a promoter. The Tribunal considers the report and directs the promoter to attend under section 300. He receives a copy of the report at his own cost, brings a lawyer, and is examined on oath. His signed notes may later be used against him.
Example 3: a director who stays away. A director summoned under section 299 does not turn up and gives no reasonable cause. The Tribunal may impose an appropriate cost under sub-section (6).
Proposed change
No clause of the Corporate Laws (Amendment) Bill, 2026 amends sections 299 or 300. The Bill is pending and is not law as on 30 September 2026.
Need help with a summons or examination?
Being summoned to a Tribunal in a winding-up matter is a serious step, and what you say can be used later. We can go through the summons or the liquidator's report with you and help you plan your response. Contact us for legal dispute resolution support.
Key takeaways
- Section 299 lets the Tribunal summon officers and others, examine them on oath, and order payment of debts or delivery of property.
- A person who complies with a section 299(5) order is discharged from liability for that debt or property, unless the order says otherwise.
- Section 300 needs a winding-up order by the Tribunal and a liquidator's report of fraud before a promoter, director or officer can be directed to attend for examination.
- The person examined gets the liquidator's report beforehand (at his cost) and may bring professionals.
- Signed notes of examination may be used in evidence against him.
- Failure to appear without reasonable cause can attract an appropriate cost.
- The Bill, 2026 does not amend these sections and is not law.
Read next
- Sections 295–298: Contributories, calls and set-off
- Sections 281–282: Liquidator's report and Tribunal directions
- Fraudulent conduct during winding up: personal liability
- Sections 302–303: Dissolution of a company by the Tribunal
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.