Chapter XX - Winding Up

Section 272

Section 272: petition for winding up

Section 272 says who may present a petition to the Tribunal for winding up a company under section 271. Petitioners can be the company, contributories, the Registrar, a person authorised by the Central Government and, in national-interest cases, the Central or a State Government.

Official text

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Statutory text

Bare law

(1) Subject to the provisions of this section, 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); (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, by the Central Government or a State Government. (2) A contributory shall be entitled to present a petition for the winding up of a company, notwithstanding that he may be the holder of fully paid-up shares, or that the company may have no assets at all or may have no surplus assets left for distribution among the shareholders after the satisfaction of its liabilities, and shares in respect of which he is a contributory or some of them were either originally allotted to him or have been 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. (3) The Registrar shall be entitled to present a petition for winding up under section 271, except on the grounds specified in clause (a) of that section: Provided that the Registrar shall obtain the previous sanction of the Central Government to the presentation of a petition: Provided further that the Central Government shall not accord its sanction unless the company has been given a reasonable opportunity of making representations. (4) 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. (5) A copy of the petition made under this section shall also be filed with the Registrar and the Registrar shall, without prejudice to any other provisions, submit his views to the Tribunal within sixty days of receipt of such petition.

Introduction

The section was substituted by the Insolvency and Bankruptcy Code, 2016 with effect from 15 November 2016 (S.O. 3453(E)), and came into force with Chapter XX on 15 December 2016 (S.O. 3677(E)). Creditors are not among the listed petitioners.

The Companies (Amendment) Act, 2019, section 37, amended sub-section (3) with effect from 15 August 2019 (S.O. 2947(E)). Since then the Registrar is barred only from the special-resolution ground in clause (a) of section 271.

Key takeaways

Listed petitioners

The company, contributories, the Registrar, a person authorised by the Central Government, and the Central or a State Government in clause (b) cases.

Registrar needs sanction

The Registrar needs the Central Government’s previous sanction, and the company must first have a reasonable opportunity to make representations.

Company petitions need a statement of affairs

A petition by the company is admitted only if accompanied by a statement of affairs in the prescribed form and manner.

Who may petition

Under sub-section (1), a petition may be presented by the company; any contributory or contributories; all or any of them together; the Registrar; any person authorised by the Central Government in that behalf; or, where the case falls under clause (b) of section 271 (acts against sovereignty, security, public order and the like), the Central Government or a State Government.

Contributory petitions

A contributory may petition even if the shares are fully paid up, and even if the company has no assets or no surplus for shareholders. At least some of the shares must have been originally allotted to the contributory, or held and registered in their name for at least six months during the eighteen months immediately before the commencement of the winding up, or have devolved on them through the death of a former holder.

Registrar petitions

The Registrar may petition on any ground in section 271 except clause (a), the company’s own special resolution. The Registrar must obtain the previous sanction of the Central Government, and that sanction can be given only after the company has had a reasonable opportunity of making representations. Before 15 August 2019, sub-section (3) also excluded the just and equitable ground in clause (e).

Filing with the Registrar

A copy of every petition under the section must also be filed with the Registrar. Without prejudice to other provisions, the Registrar must submit views to the Tribunal within sixty days of receiving it. A petition by the company itself is admitted only with a statement of affairs in the prescribed form and manner.

Practical preparation

Confirm the petitioner falls within sub-section (1); for a contributory, check the six-months-in-eighteen-months holding test or the allotment or devolution route; for a company petition, prepare the statement of affairs in the prescribed form; file a copy with the Registrar; allow for the Registrar’s sixty-day window for views.

Practical checklist

Do

Keep share registers and transfer records ready to show the contributory’s holding period.
Serve the copy of the petition on the Registrar alongside the Tribunal filing.

Avoid

Do not present a company petition without the statement of affairs.
Do not assume a creditor can petition under this section; creditors are not listed.

Illustrative example

Hypothetical: a minority shareholder’s petition

A shareholder bought fully paid shares four months before deciding to petition for winding up on the just and equitable ground. The shares were not originally allotted to her and did not devolve on her through a death.

Standing
She is a contributory, and fully paid shares do not bar a petition under sub-section (2).
Holding period
She has held the shares for under six months, so she does not meet the six-months-in-eighteen-months condition.
Options
She waits until the holding condition is met, or considers relief under sections 241 and 242.

Outcome

The holding test in sub-section (2) is checked before the merits of the ground.

Glossary

Contributory: A person liable to contribute towards the assets of the company in the event of its being wound up, as defined in section 2(26).
Statement of affairs: The statement, in the prescribed form and manner, that must accompany a winding up petition presented by the company.

Frequently asked questions

Can a shareholder with fully paid shares petition for winding up?

Yes. Sub-section (2) allows a contributory to petition even if the shares are fully paid up, subject to the holding conditions.

On which ground can the Registrar not petition?

Since 15 August 2019, only clause (a) of section 271, the company’s special resolution. The Registrar also needs the Central Government’s previous sanction.

How long does the Registrar have to give views?

Sixty days from receiving the copy of the petition.

Need help applying this provision to your situation?

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Last updated 11 October 2026

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