Corporate Restructuring, Valuation and Insolvency · Winding-up by Tribunal under the Companies Act, 2013

Company Liquidator and Committee of Inspection in Winding Up by Tribunal

Updated 11 October 2026 · Fact-checked

In a winding up by the Tribunal, the Tribunal appoints a Company Liquidator, who is an Official Liquidator or an insolvency professional from the panel. The liquidator realises assets and pays creditors under the Tribunal's control. The Companies Act, 2013 uses a winding up committee, not the old Committee of Inspection, to monitor the liquidator.

Understand Company Liquidator and Committee of Inspection

When the Tribunal orders a company to be wound up, someone must take charge of its assets, claims and records. That person is the Company Liquidator. The Tribunal appoints the liquidator when it passes the winding up order. It picks either an Official Liquidator or a liquidator from the panel. A provisional liquidator, if one was appointed earlier, can be made the Company Liquidator (Section 275).

The Company Liquidator and the Official Liquidator are not the same. An Official Liquidator is a whole-time officer of the Central Government, appointed under Section 359, and the Central Government pays the salary and allowances. A Company Liquidator is the role a person holds in a particular winding up. The Official Liquidator can hold that role. The Official Liquidator can also use all the powers of a Company Liquidator and conduct inquiries or investigations if the Tribunal or the Central Government directs (Section 360).

The liquidator's powers are listed in Section 290. They include carrying on the business so far as necessary for beneficial winding up, selling property by public auction or private contract, selling the undertaking as a going concern, raising money on the security of assets, and starting or defending suits in the company's name. They also include inviting and settling claims and distributing proceeds in the order of priority under the Act, and applying to the Tribunal for directions. All of this is subject to the Tribunal's overall control, and the Tribunal can give the liquidator other duties.

The Committee of Inspection was the body of creditors and contributories that supervised the liquidator under the Companies Act, 1956. The official text for this topic does not contain it. Under the 2013 Act, Section 277 sets up a winding up committee to assist and monitor the liquidator. Answer with the winding up committee, and mention the Committee of Inspection only as the older concept, for contrast.

The law also protects the company against a weak liquidator. The liquidator must disclose conflicts of interest, the Tribunal can remove the liquidator for specified grounds, and the Tribunal can recover from the liquidator any loss caused by fraud, misfeasance or lack of due care (Section 276).

Key rules to remember

Who can be Company Liquidator: Tribunal appoints an Official Liquidator or a liquidator from the panel at the time of the winding up order (Section 275(1)); provisional or Company Liquidator must be an insolvency professional registered under the IBC (Section 275(2)); Quote both sub-sections. Sub-section (2) is the 2016 substitution.
Declaration of independence: Declaration in the prescribed form within 7 days of appointment; the duty continues throughout the term (Section 275(6)); It discloses conflict of interest or lack of independence, if any, to the Tribunal.
Fees and terms: Fixed by the Tribunal on the basis of the task, experience, qualification of the liquidator and size of the company (Section 275(5)); The liquidator does not set his own fee.
Intimation of the order: Tribunal sends intimation to the liquidator and the Registrar within 7 days of the order (Section 277(1)); The Registrar endorses the records, notifies the Official Gazette, and informs the stock exchanges for a listed company.
Winding up committee: Liquidator applies within 3 weeks of the winding up order; members: Official Liquidator attached to the Tribunal, nominee of secured creditors, a professional nominated by the Tribunal (Section 277(4)); The liquidator is the convener of the committee (Section 277(5)).
Reporting: Monthly report with signed minutes to the Tribunal until the final report; the committee approves the draft final report; the Tribunal then passes the dissolution order (Section 277(6) to (8)); Remember the sequence: draft, committee approval, Tribunal.
Professional assistance: Chartered accountants, company secretaries, cost accountants, legal practitioners or other professionals may be appointed with the Tribunal's sanction (Section 291); The appointee must disclose any conflict of interest forthwith.
Grounds for removal: Misconduct; fraud or misfeasance; professional incompetence or failure of due care; inability to act; conflict of interest or lack of independence (Section 276(1)); The Tribunal needs reasonable cause and written reasons, and must give the liquidator a hearing (Section 276(4)).

How to solve Company Liquidator and Committee of Inspection questions

Quickest way: Four-question check

When to use it: Use it for short case-based questions when you have only a few minutes.

Who appoints? The Tribunal, at the winding up order.
What may the liquidator do? Check the list in Section 290(1), always subject to the Tribunal's control.
Who watches? The winding up committee (Section 277) and the Tribunal.
Any time limit or conflict? Look for 7 days or 3 weeks, and for independence issues.

Common mistakes in Company Liquidator and Committee of Inspection

Treating the Official Liquidator and the Company Liquidator as identical.
Both words appear in the same chapter, and an Official Liquidator often becomes the Company Liquidator.
Fix: Say that the Official Liquidator is a whole-time Central Government officer (Section 359). Company Liquidator is the role in a given winding up, and an Official Liquidator or a panel liquidator can fill it.
Writing that the Committee of Inspection supervises the liquidator under the 2013 Act.
Older notes and textbooks still use the 1956 Act language.
Fix: Write that the winding up committee under Section 277 assists and monitors. Mention the Committee of Inspection only as the former concept.
Saying the liquidator may act freely on any power.
Students memorise the list in Section 290(1) and forget the control in sub-section (2).
Fix: Always add that powers are subject to directions and overall control of the Tribunal.
Appointing professionals without Tribunal sanction.
Clause (l) of Section 290(1) mentions professional assistance without mentioning sanction.
Fix: Cite Section 291: sanction is needed, and the appointee must disclose conflict of interest.
Mixing up the two time limits.
Both appear in Section 277 and both seem like deadlines for the liquidator.
Fix: Intimation by the Tribunal: within 7 days. The liquidator's application for the committee: within 3 weeks of the order. The declaration is within 7 days of appointment.
Removing a liquidator without a hearing or recorded reasons.
Students list the grounds and skip the procedure.
Fix: State that the Tribunal needs reasonable cause, must record reasons in writing, and must give a reasonable opportunity of being heard (Section 276).

Worked examples

Example 1

The Tribunal passes a winding up order against Sunrise Textiles Ltd on 3 March 2027 and appoints Mr. Rao, an insolvency professional, as Company Liquidator the same day. State the latest dates for (a) intimation to the liquidator and the Registrar, (b) Mr. Rao's declaration, and (c) Mr. Rao's application for the winding up committee.

Show the solution

Intimation: Section 277(1) requires it within 7 days of the order. 3 March plus 7 days is 10 March 2027.
Declaration: Section 275(6) requires it within 7 days of appointment. Appointment was on 3 March, so the date is 10 March 2027. It discloses conflict of interest or lack of independence, if any, and the duty continues throughout his term.
Committee application: Section 277(4) requires it within three weeks of the order. Three weeks is 21 days, so 3 March plus 21 days is 24 March 2027.
The committee will have the Official Liquidator attached to the Tribunal, a nominee of secured creditors and a professional nominated by the Tribunal. Mr. Rao convenes its meetings.

Answer: (a) 10 March 2027; (b) 10 March 2027; (c) 24 March 2027.

Example 2

The Company Liquidator of Kaveri Steels Ltd wishes to appoint a company secretary's firm to help with records and to sell the whole undertaking as a going concern. One partner of the firm is a relative of a director of Kaveri Steels. Advise the liquidator.

Show the solution

Sale: Section 290(1)(d) lets the liquidator sell the whole undertaking as a going concern. This is subject to the Tribunal's directions and overall control under Section 290(2). The liquidator should obtain directions where the Tribunal has given any.
Professional help: Section 291(1) allows appointing company secretaries and other professionals only with the sanction of the Tribunal.
Conflict: Section 291(2) requires the appointee to disclose forthwith to the Tribunal any conflict of interest or lack of independence. The partner's relationship to a director must be disclosed, and the Tribunal will decide whether to sanction the appointment.
Risk to the liquidator: Section 276(1)(e) allows removal for conflict of interest or lack of independence. Proceeding without sanction or disclosure could expose him to action, including recovery of loss under Section 276(3).

Answer: The liquidator may sell the undertaking as a going concern under Section 290(1)(d), subject to the Tribunal's control. He must obtain the Tribunal's sanction before appointing the firm and ensure the conflict is disclosed. He should consider an independent professional instead.

Practice questions from Winding-up by Tribunal under the Companies Act, 2013

Company Liquidator and Committee of Inspection in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Company Liquidator and Committee of Inspection: frequently asked questions

Who appoints the Company Liquidator in a winding up by the Tribunal?

The Tribunal appoints the Company Liquidator at the time of passing the winding up order. It appoints an Official Liquidator or a liquidator from the panel. The provisional liquidator or the Company Liquidator is appointed from the insolvency professionals registered under the IBC.

What is the difference between an Official Liquidator and a Company Liquidator?

An Official Liquidator is a whole-time officer of the Central Government, whose salary the Central Government pays. A Company Liquidator is the liquidator appointed for a particular company's winding up. The Official Liquidator may exercise all the powers of a Company Liquidator.

Does the Companies Act, 2013 have a Committee of Inspection?

The material for this topic does not provide for one. The 2013 Act provides a winding up committee under Section 277, which assists and monitors the liquidator. The Committee of Inspection belongs to the earlier law, so use it only for contrast.

On what grounds can the Tribunal remove a liquidator?

The Tribunal can remove a liquidator for misconduct, fraud or misfeasance, professional incompetence or failure of due care, inability to act, or conflict of interest or lack of independence. It must show reasonable cause, record its reasons in writing and give the liquidator a hearing.

Can the liquidator carry on the company's business?

Yes, but only so far as necessary for the beneficial winding up of the company. The power is in Section 290(1)(a) and is subject to the Tribunal's directions and overall control.