Winding Up Petition Format 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 can be wound up by the National Company Law Tribunal on a petition presented under section 272 of the Companies Act, 2013. The petition is made in Form WIN 1 under the Companies (Winding Up) Rules, 2020, with variations as the case requires, and is verified by an affidavit in Form WIN 3. This article gives a specimen in the form's structure, explains who may present the petition and on what grounds, and lists the documents that go with it.
A petition is presented by the company, a contributory, the Registrar, a person authorised by the Central Government, or (for the ground in section 271(b)) the Central or a State Government. It states the petitioner's address for service, the company's incorporation, registered office, capital and objects, the facts relied on, the ground under section 271, and a prayer that the company be wound up. A contributory may petition even if he holds fully paid-up shares or the company has no surplus assets, and the Registrar needs the previous sanction of the Central Government (and the company must have had a reasonable opportunity to make representations) for any ground other than a special resolution. The format follows the form as printed in the rules consulted; check the current Winding Up Rules and forms before filing.
When you need this petition
You need it when a person entitled under section 272 asks the Tribunal to wind up a company on one of the grounds in section 271. Our guides on the grounds for winding up under section 271 and the winding up process explain the grounds and the procedure; the Tribunal's powers under section 273 show what the Tribunal can do on receiving the petition. A company that wants to petition for its own winding up uses Form WIN 2; see our Form WIN 2 article. For help preparing a petition, see legal dispute resolution.
Specimen petition
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH
IN THE MATTER OF LIMITED
(a company incorporated under the Companies Act, )
COMPANY PETITION NO. OF
...PETITIONER
PETITION FOR WINDING UP
The petition of showeth:
1. The address of the Petitioner for service of all notices and processes is that of the Petitioner's representative, , at .
2. The company named above (the Company) was incorporated in under ] as a company limited by shares / limited by guarantee / an unlimited company, with CIN .
3. The registered office of the Company is situated at .
4. The authorised capital of the Company is , divided into shares of each. The amount of capital paid up or credited as paid up is .
5. The objects for which the Company was incorporated are: .
6. The Petitioner is dated / the Central Government / a State Government].
The shares in respect of which the Petitioner is a contributory, shares, were ]. The Petitioner is entitled to present this petition under section 272(2) of the Companies Act, 2013 whether or not the shares are fully paid up and whether or not the Company has assets.
The order of sanction or authorisation of the Central Government dated is annexed as Annexure , and the Company was given a reasonable opportunity of making representations before the sanction.
7. The ground on which this petition is presented is section 271() of the Companies Act, 2013, namely: .
8. The facts on which the Petitioner relies are:
8.1
8.2
8.3
9. A copy of this petition is being filed with the Registrar of Companies, , under section 272(5) of the Act.
10.
PRAYER
The Petitioner therefore prays that:
(1) the Company, Limited, be wound up by the Tribunal under the provisions of the Companies Act, 2013; and
(2) such other order be made as is just.
Representative of the Petitioner:
Petitioner:
Date: Place:
Note: It is intended to serve this petition on .
ENCLOSURES
1. Where the Petitioner is the Registrar or a person authorised by the Central Government: the order of sanction or authorisation of the Central Government.
2. Memorandum and Articles of Association; certificate of incorporation.
3.
4. Affidavit verifying the petition in Form WIN 3.
5. Clause-by-clause explanation
| Paragraph | What it does | Drafting tip |
|---|---|---|
| Heading | Names the Bench, the company and the petitioner | Use the exact company name and CIN |
| Address for service | Fixes where notices go | Give the representative's address |
| Incorporation and registered office | Identifies the company and the Bench's territorial link | Take details from the certificate of incorporation |
| Capital | States authorised and paid-up capital | Use the latest filing |
| Objects | Records the objects in the memorandum | Summarise the main objects accurately |
| Petitioner's standing | Shows entitlement under section 272 | State the contributory conditions or annex the sanction |
| Ground | Names the clause of section 271 relied on | Pick one or more grounds the facts really support |
| Facts | Gives the story in order | Refer to annexures by number |
| Registrar copy | Meets section 272(5) | File the copy on presentation |
| Prayer | Seeks winding up and further orders | Keep to what the facts justify |
The law behind it
Section 271 says a company may, on a petition under section 272, be wound up by the Tribunal if: (a) the company has by special resolution resolved to be wound up by the Tribunal; (b) it 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 the application of the Registrar or a person authorised by the Central Government, the Tribunal is of the opinion that the affairs of the company have been conducted fraudulently, or it was formed for a fraudulent and unlawful purpose, or those concerned in its formation or management have been guilty of fraud, misfeasance or misconduct and it is proper that it be wound up; (d) it has defaulted in filing financial statements or annual returns with the Registrar for the immediately preceding five consecutive financial years; or (e) the Tribunal thinks it just and equitable.
Section 272(1) lists who may petition: the company; any contributory or contributories; all or any of those; the Registrar; any person authorised by the Central Government; or, in a case under clause (b) of section 271, the Central or a State Government. Section 272(2) sets out the contributory's entitlement; 272(3) says the Registrar may petition under section 271 except on the ground in clause (a), with the previous sanction of the Central Government, which cannot be given unless the company has had a reasonable opportunity to make representations; 272(4) says a petition by the company is admitted only if accompanied by a statement of affairs in the prescribed form; 272(5) requires a copy of the petition to be filed with the Registrar, who must submit his views to the Tribunal within sixty days of receipt.
Winding Up Rules, 2020, rule 3 (as printed in the material consulted). The petition is presented in Form WIN 1 or Form WIN 2, as the case may be, with such variations as the circumstances require, in triplicate; it is verified by an affidavit of the petitioner (or of each petitioner), and where the petitioner is a body corporate, by a director, secretary or other authorised person, in Form WIN 3. The rules are not reproduced here beyond this; check their current text and forms before filing.
What the Tribunal may do. On a petition under section 272, section 273 lets the Tribunal dismiss it with or without costs, make an interim order, appoint a provisional liquidator, order winding up, or pass any other order it thinks fit, and the order must be made within ninety days of presentation. See our section 273 guide.
Filing, stamp duty and execution
The petition is signed by the petitioner or the representative, verified by the affidavit in Form WIN 3, and presented in triplicate along with enclosures. Court fee is payable as per the applicable rules; no amount is stated here. The affidavit is sworn before a person authorised to administer oaths. For stamp duty on other documents, see our stamp duty overview.
Common mistakes
- Choosing a ground that the facts do not support, or citing the wrong clause of section 271.
- Presenting a Registrar's petition without the Central Government's sanction.
- Not showing the contributory's six-month holding where section 272(2) requires it.
- Omitting the statement of affairs where the company itself petitions.
- Failing to file a copy of the petition with the Registrar.
- Leaving out the affidavit in Form WIN 3.
- Describing the objects or capital from memory instead of from the memorandum.
- Not giving a representative's address for service.
Need help with a winding up petition?
A winding up petition needs the right ground, the right petitioner and clean supporting papers. Our team can assess your position, draft the petition and affidavit, and appear before the Tribunal. See legal dispute resolution. For the company's own petition, read the Form WIN 2 article.
Key takeaways
- Section 272 lists who may petition; section 271 lists the grounds.
- Form WIN 1 applies, with variations; Form WIN 3 is the affidavit.
- A contributory must meet section 272(2); the Registrar needs the Central Government's sanction.
- File a copy with the Registrar; he has sixty days to give his views.
- Check the current rules and forms before filing.
Read next
- Grounds for winding up by the Tribunal under section 271
- Winding up by the Tribunal: grounds and process
- Section 273: powers of the Tribunal in winding up
- Winding up petition by a company (Form WIN 2)
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.