Companies Act Section 271 — Circumstances in which company may be wound up by Tribunal
CHAPTER XX WINDING UP
Commercial / Corporate
Summary
A company may be wound up by the Tribunal when a petition is filed under section 272, and any one of the following circumstances exists.
Under clause (a), the company itself may decide to be wound up by passing a special resolution to that effect.
Under clause (b), the company may be wound up if it has acted against the interests of India's sovereignty and integrity, the security of the State, friendly relations with foreign countries, public order, decency, or morality.
Under clause (c), the Tribunal may wind up the company if the Registrar or any other person authorised by the Central Government through a notification applies, and the Tribunal forms the opinion that the company's affairs have been conducted fraudulently, or the company was formed for a fraudulent or unlawful purpose, or the people involved in forming or managing the company have been guilty of fraud, misfeasance, or misconduct in connection with it, and that winding up is proper.
Under clause (d), the company may be wound up if it has failed to file its financial statements or annual returns with the Registrar for the immediately preceding five consecutive financial years.
Under clause (e), the Tribunal may wind up the company if it is of the opinion that it is just and equitable to do so.
Official Text
A company may, on a petition under section 272, be wound up by the Tribunal,—
(a) if the company has, by special resolution, resolved that the company be wound up by the Tribunal;
(b) if 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) if on an application made by the Registrar or any other person authorised by the Central Government by notification under this Act, the Tribunal is of the opinion that the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purpose or the persons concerned in the formation or management of its affairs have been guilty of fraud, misfeasance or misconduct in connection therewith and that it is proper that the company be wound up;
(d) if the company has made a default in filing with the Registrar its financial statements or annual returns for immediately preceding five consecutive financial years; or
(e) if the Tribunal is of the opinion that it is just and equitable that the company should be wound up.] 1[