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

Petition for Winding Up: Who Can File Under Section 272

Updated 11 October 2026 · Fact-checked

A winding up petition is the application to the NCLT asking it to wind up a company. Under Section 272, the company, a contributory, the Registrar, a person authorised by the Central Government, or the Central or a State Government (in a Section 271(b) case) can file. The Tribunal then dismisses it, passes interim orders or orders winding up under Section 273.

Understand Petition for Winding Up and Who Can File

Winding up by the Tribunal starts with a petition. The Tribunal cannot wind up a company on its own. Someone with the right to petition must come forward, and the petition must rest on one of the grounds in Section 271. Those grounds include a special resolution, acts against the sovereignty and integrity of India, fraud or misfeasance, five years of default in filing financial statements or annual returns, and the just and equitable ground.

Section 272 answers the question of who can file. The list is: the company; any contributory or contributories; all or any of those persons together; the Registrar; any person authorised by the Central Government; and, where the ground is Section 271(b), the Central Government or a State Government. A contributory is a person liable to contribute to the company's assets on winding up. In practice, think of members.

A contributory has a special position. He can petition even if his shares are fully paid, even if the company has no assets, or no surplus left for shareholders. But his shares must meet a holding test: they were allotted to him originally, or registered in his name, for at least six months during the eighteen months immediately before the commencement of winding up. The other route is that the shares devolved on him through the death of a former holder.

The Registrar can petition on the Section 271 grounds except the ground in clause (a), the special resolution ground. He first needs the previous sanction of the Central Government, and the Government cannot give it unless the company has had a reasonable opportunity to make representations.

The company's own petition must come with a statement of affairs in the prescribed form. A copy of every petition must also go to the Registrar, who must give his views to the Tribunal within sixty days of receiving it. Under Section 357, winding up is deemed to commence when the petition is presented. That date matters for later transactions and the holding-period test.

Key rules to remember

Persons who can petition (Section 272(1)): Company | Contributory | Company and contributory together | Registrar | Person authorised by Central Government | Central or State Government (Section 271(b) cases); Learn this as a list of six. The last one applies only to the sovereignty, security and public order ground.
Contributory holding test (Section 272(2)): Shares held and registered for at least 6 months during the 18 months before commencement of winding up, or devolved through death of a former holder; Original allotment also counts. Fully paid shares or lack of assets do not bar a contributory.
Registrar's petition (Section 272(3)): Any Section 271 ground except clause (a) + previous sanction of Central Government + reasonable opportunity to the company; The Government cannot sanction before the company has had a chance to make representations.
Company's petition (Section 272(4)): Admitted only if accompanied by a statement of affairs; Form and manner are prescribed by rules.
Copy to Registrar (Section 272(5)): Registrar submits views to Tribunal within 60 days of receipt; A copy of the petition must be filed with the Registrar.
Tribunal's powers (Section 273(1)): Dismiss | Interim order | Provisional liquidator | Winding up order | Any other order. Order within 90 days of presentation; Notice to the company is needed before appointing a provisional liquidator, unless dispensed with for special reasons recorded in writing.
Directions on petition by others (Section 274): Objections plus statement of affairs within 30 days of order, extendable by a further 30 days; Failure means loss of the right to oppose the petition. Directors and officers responsible face punishment.
Commencement (Section 357): Winding up deemed to commence at the time of presentation of the petition; This is the date from which the 18-month look-back is counted.

How to solve Petition for Winding Up and Who Can File questions

Use this method for any case on a winding up petition. Write the answer in the order provision, analysis, conclusion.

1Identify the ground the petitioner relies on and match it to a clause of Section 271.
2Identify the petitioner and check whether Section 272(1) lists that person.
3Apply the special conditions for that petitioner: the six-month and eighteen-month test for a contributory, previous Central Government sanction for the Registrar, and no Registrar petition on Section 271(a).
4Check the paperwork: a company's own petition needs a statement of affairs, and a copy of the petition must go to the Registrar.
5State how the Tribunal will proceed: under Section 274, a petition by someone other than the company requires a prima facie case, then directions to file objections and a statement of affairs within 30 days.
6List the Tribunal's options under Section 273(1) and the 90-day time limit. Mention the just and equitable proviso in Section 273(2) if relevant.
7Conclude clearly: who may file, what the Tribunal is likely to do, and any defects that could defeat the petition.

Quickest way: Petitioner, ground, paperwork

When to use it: Use this when the question is a short fact pattern asking whether a person can file a petition.

Name the petitioner and find the matching clause in Section 272(1).
Name the ground and find the matching clause in Section 271.
Test the one special condition for that petitioner: holding period, sanction, or statement of affairs.
Add the Tribunal's next step in one line: directions under Section 274, then an order within 90 days under Section 273.
Write a one-line conclusion.

Common mistakes in Petition for Winding Up and Who Can File

Saying a contributory cannot petition because his shares are fully paid or the company has no assets.
Students assume a member must have something at stake.
Fix: Section 272(2) says he can petition despite fully paid shares, no assets, or no surplus assets. Only the holding-period test applies.
Counting the six months from the date of the petition or from the winding up order.
The two periods, six months and eighteen months, are confused.
Fix: The shares must have been held and registered for at least six months within the eighteen months immediately before commencement of winding up. Commencement is the presentation of the petition under Section 357.
Allowing the Registrar to petition on every Section 271 ground.
Students forget the exclusion in Section 272(3).
Fix: The Registrar cannot rely on clause (a), the special resolution ground. He also needs the previous sanction of the Central Government.
Forgetting the statement of affairs when the company itself petitions.
Students remember it only for the company's reply under Section 274.
Fix: A company's petition is admitted only if accompanied by a statement of affairs under Section 272(4). Under Section 274, the company must file one in reply to a petition by others.
Treating 30 days under Section 274 and 90 days under Section 273 as the same period.
Both are periods for the same proceeding, so the numbers blur.
Fix: Thirty days (extendable by thirty) is for the company's objections and statement of affairs. Ninety days is for the Tribunal's order from presentation of the petition.
Saying the Tribunal must always wind up if a ground is proved.
Students ignore the Tribunal's range of options.
Fix: Section 273(1) lets it dismiss, pass interim orders, appoint a provisional liquidator, order winding up, or pass any other order. Under Section 273(2), on the just and equitable ground, it may refuse if another remedy exists and the petitioners act unreasonably.

Worked examples

Example 1

Meera bought fully paid shares in Kaveri Textiles Ltd and was registered as holder on 1 March. She presented a winding up petition on 1 June of the same year on the just and equitable ground. The company has no assets. Can she petition?

Show the solution

Provision: under Section 272(1)(b) a contributory may petition. Section 272(2) allows this even if the shares are fully paid or the company has no assets.
Holding test: shares must have been held and registered in the contributory's name for at least six months during the eighteen months before commencement of winding up. They must be originally allotted or held by her, or devolved on death.
Analysis: winding up commences when the petition is presented, on 1 June. Meera has held the shares for three months only (1 March to 1 June). She did not receive them on death of a holder. The facts do not say she was the original allottee.
Fully paid shares and lack of assets are no obstacle. The holding period is the problem.

Answer: Meera is a contributory, but she cannot petition now because she has held the shares for only three months and no other limb applies. If she was the original allottee, the test would be met. Otherwise she can petition once the six-month period is complete, provided it falls within the eighteen months before the petition.

Example 2

The Registrar of Companies finds that Sagar Foods Ltd has not filed its financial statements or annual returns for the last five consecutive financial years. He wants to petition the NCLT. Advise him on the procedure and what the Tribunal can do.

Show the solution

Ground: Section 271(d) covers default in filing financial statements or annual returns for the immediately preceding five consecutive financial years.
Petitioner: the Registrar is listed in Section 272(1)(d). Under Section 272(3) he may petition on Section 271 grounds except clause (a), so clause (d) is open to him.
Pre-condition: he must obtain the previous sanction of the Central Government. The Government cannot sanction until the company has had a reasonable opportunity to make representations.
Tribunal's steps: since the petitioner is not the company, if satisfied of a prima facie case, the Tribunal directs the company under Section 274 to file objections and a statement of affairs within 30 days. A further 30 days may be allowed in contingency or special circumstances.
If the company fails to file, it forfeits the right to oppose the petition. Responsible directors and officers face imprisonment up to six months or fine of ₹25,000 to ₹5,00,000, or both.
Section 273: the Tribunal may dismiss, pass interim orders, appoint a provisional liquidator after notice to the company, order winding up, or pass any other order, within ninety days of presentation.

Answer: The Registrar may petition under Section 272 on the Section 271(d) ground after obtaining Central Government sanction, which requires giving the company a reasonable opportunity to make representations. The Tribunal will call for the company's objections and statement of affairs within 30 days and then decide under Section 273 within 90 days.

Exam tips

Write Section 272 as a list of six petitioners in the first few lines. It earns quick marks.
Always link the petitioner to the ground. A common case question tests whether the Registrar is trying to use Section 271(a).
For contributory problems, count the months explicitly and state the commencement date under Section 357.
Keep the numbers separate and write them next to the correct provision: 60 days (Registrar's views), 30 plus 30 days (company's reply), 90 days (Tribunal's order).
End with a practical conclusion: whether the petition is maintainable, what the next compliance step is, and what the Tribunal may do.

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

Petition for Winding Up and Who Can File: frequently asked questions

Who can file a winding up petition under the Companies Act, 2013?

Section 272(1) lists the company, any contributory, the company and contributories together, the Registrar, a person authorised by the Central Government, and the Central or a State Government where the ground is Section 271(b). Each must meet the special conditions that apply to that petitioner.

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

Yes. Section 272(2) says a contributory may petition even if holding fully paid-up shares or if the company has no assets. He must still meet the holding test of six months within the eighteen months before commencement, or have acquired the shares on death of the holder.

Does the Registrar need permission to file a winding up petition?

Yes. The Registrar needs the previous sanction of the Central Government, which can be given only after the company has had a reasonable opportunity to make representations. He also cannot petition on the special resolution ground in Section 271(a).

How long does the NCLT take to decide a winding up petition?

Section 273(1) requires the Tribunal to make its order within ninety days from the date of presentation of the petition. Section 422 separately says every endeavour should be made to dispose of petitions within three months, with limited extension if reasons are recorded.

When does winding up by the Tribunal commence?

Under Section 357, it is deemed to commence when the petition for winding up is presented. This date matters for the contributory's holding-period test.