Companies Act Section 272 — Petition for winding up
CHAPTER XX WINDING UP
Commercial / Corporate
Summary
Sub-section (1) lists who can file a petition with the Tribunal to wind up a company. These are: the company itself; any contributory (a person liable to contribute to the company's assets on winding up) or multiple contributories; all or any combination of the company and the contributories; the Registrar; any person authorised by the Central Government for this purpose; and, in a case that falls under clause (b) of section 271, the Central Government or a State Government.
Sub-section (2) clarifies that a contributory is allowed to file a winding-up petition even if they hold fully paid-up shares, or if the company has no assets at all, or has no surplus assets left to distribute to shareholders after paying off its debts. It also sets a condition for such a petition: the shares for which the person is a contributory must have been either originally allotted to them, or held by them and registered in their name, for at least six months during the eighteen months immediately before the winding up begins, or must have come to them through the death of a former holder.
Sub-section (3) states that the Registrar is allowed to file a winding-up petition under section 271, except on the grounds specified in clause (a) of that section. However, the Registrar must first get the previous sanction of the Central Government to present such a petition. The Central Government will not give this sanction unless the company has been given a reasonable opportunity to make representations.
Sub-section (4) provides that a petition filed by the company itself for winding up before the Tribunal will be admitted only if it is accompanied by a statement of affairs, in the form and manner that may be prescribed.
Sub-section (5) requires that a copy of any petition made under this section must also be filed with the Registrar. The Registrar, without prejudice to any other provisions, must submit their views to the Tribunal within sixty days of receiving such a petition.
Official Text
(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) 2[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.]