This document provides information about disclaiming onerous property and certain transfers being void during the winding up process under the Companies Act, 2013 in India. It includes definitions of key terms, an overview of sections 333-335 which allow a company liquidator to disclaim onerous property with court approval, notes certain transfers after winding up commencement are void, and that court approval is required for liquidators to make compromises. Forms to be used for various processes are also listed.

1. CS Meenakshi Jayaraman

2. Credits and Acknowledgments
Sundar Rajan S
2

3. 3
Legends used in the Presentation
Act Companies Act, 2013
CL Company Liquidator
Commencement of Winding Up Time of the presentation of the petition for the winding up
ROC Registrar of Companies
Rule Winding up Rules, 2020
(Rules will be notified with effect from 1st April, 2020)
Sec(s) Section(s)
Tribunal National Company Law Tribunal

4. Presentation Schema
4
Disclaimer of Onerous Property
Transfers, etc., after commencement of
Winding Up to be Void
Certain Attachments, Executions, etc.,
in Winding Up by Tribunal to be Void
Company Liquidator to Exercise Certain
Powers Subject to Sanction

5. Disclaimer of Onerous Property – Sec 333
5

6. 6
Where any part of the property of a Company which is being wound up consists of,
land of any tenure,
burdened with
onerous covenants or
shares or stocks
in companies or
any other property which is not saleable or is not
readily saleable by reason of the possessor thereof
being bound either to the performance of any onerous
act or to the payment of any sum of money or
unprofitable contracts
CL may, notwithstanding that he has endeavoured to sell or has taken possession of the property or exercised any
act of ownership in relation thereto or done anything in pursuance of the contract,
with the leave of the Tribunal and subject to the provisions of this Sec, by writing signed by him,
at any time within 12 months after the commencement of the winding up or such extended period as may be
allowed by the Tribunal, disclaim the property
Where the CL had not become aware of the existence
of any such property within 1 month from the
commencement of the winding up,
the power of disclaiming the property may be exercised at any
time within 12 months after he has become aware thereof or
such extended period as may be allowed by the Tribunal
Sec 333(1)

7. 7
The disclaimer shall
operate to determine, as
from the date of
disclaimer,
the rights, interest and
liabilities of the Company
in or in respect of the
property disclaimed,
but shall not, except so far as is
necessary for the purpose of releasing
the Company and the property of the
Company from liability,
affect the rights, interest or
liabilities of any other person
The Tribunal, before or on granting leave to disclaim, may require such notices to be given to persons interested, and impose such terms as a
condition of granting leave, and make such other order in the matter as the Tribunal considers just and proper
CL shall not be entitled to
disclaim any property in any
case where an application in
writing has been made to him
by any person interested in
the property requiring him
to decide whether he will or
will not disclaim
and CL has not, within a
period of 28 days after the
receipt of the application or
such extended period as may
be allowed by the Tribunal,
give notice to the applicant
that he intends to apply to the
Tribunal for leave to disclaim,
and in case the property is
under a contract, if CL after
such an application as
aforesaid does not within
the said period or extended
period disclaim the contract,
he shall be deemed to have
adopted it
Sec 333(2)
Sec 333(3)
Sec 333(4)

8. The notice and application referred above shall be in Forms WIN 76 to 82 with such variations as may be necessary
and stating whether the Company is solvent and whether any notice has been served on the liquidator by
any person requiring him to elect whether or not he will disclaim
setting out the full facts relating to the property, the parties interested, the nature of their interests,
An application for leave to disclaim any part of the property of a Company as specified in Sec 333 shall
be made by an application supported by an affidavit
8
Application for disclaimer – Rule 156

9. The application in
Form WIN 81 shall
be posted
before the Tribunal ex-
parte in the first
instance
for directions as to
the persons on whom
notice of the
application
should be served,
and the Tribunal shall
thereupon fix a
date for the hearing
of the application
and give such
directions as may be
necessary as to
the persons on whom
notice of
the application should
be served
9
Preliminary hearing of application – Rule 157
Claimant to furnish statement of his interest – Rule 158
Where a person claims to be interested in any part of the property of the Company which the CL wishes to disclaim, such
person shall, if so required by the liquidator, furnish a statement of the interest claimed by him

10. 10
Form No. Description
WIN 76 Notice any person interested in the property to Liquidator to elect whether he will disclaim
WIN 77 Notice by Liquidator to person interested in the property, of intention to apply to Tribunal
for leave to disclaim
WIN 78 Summons for extension of time for giving notice of intention to apply for leave to disclaim
WIN 79 Order extending time for disclaimer
WIN 80 Notice of interest in property sought to be disclaimed
WIN 81 Application for leave to disclaim
WIN 82 Affidavit in support of summons for leave to disclaim a lease

11. 11
Service of notice – Rule 159
Notice of the date fixed for the hearing of the application for disclaimer shall be in Form WIN 83
and shall be served not less than 7 days before the date fixed for the hearing,
together with a copy of the application and of the affidavit filed in support thereof,
and the notice shall require that any affidavit-in-opposition to the application shall be filed in Tribunal
and a copy thereof served on the CL
not later than 2 days before the date fixed for the hearing
Order granting leave to disclaim – Rule 160
On the hearing of
the application for
disclaimer, Tribunal may
after hearing the CL
and such parties as
may appear in
response to the
notices issued,
and such other persons
appearing and
interested as
the Tribunal may think
fit to hear,
grant leave to
the liquidator and to
disclaim on such terms
and conditions if
any, as to the Tribunal
may deem just
and the order granting
leave to disclaim shall
be in Form WIN 84

12. 12
Disclaimer to be filed in Tribunal – Rule 161
Every disclaimer shall be filed in Tribunal by the CL and shall not be operative until it is so filed
Where the disclaimer is in respect of a leasehold interest, it shall be filed in Tribunal forthwith
Notice of the filing of the disclaimer shall be given to the persons interested in the property
Disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom
notice of the disclaimer has been given
Disclaimer shall be in Form WIN 85, and a notice of disclaimer in Form WIN 86, and where a disclaimer has been filed in
Tribunal, the CL shall file a copy thereof with ROC

13. 13
and any damages payable under the order to any such person may be proved by him as a debt in the winding up
for the non-performance of the contract, or otherwise as the Tribunal considers just and proper,
make an order rescinding the contract on such terms as to payment by or to either party of damages
entitled to the benefit or subject to the burden of a contract made with the Company,
Tribunal may, on the application of any person who is, as against the CL,
Sec 333(5)

14. 14
The Tribunal may, on an application by any person who either claims any interest in any disclaimed property or is under any liability
not discharged under this Act in respect of any disclaimed property,
and after hearing any such persons as it thinks fit, make an order for the vesting of the property in, or the delivery of the property to,
any person entitled thereto or to whom it may seem just that the property should be delivered by way of compensation for such
liability as aforesaid, or a trustee for him,
and on such terms as the Tribunal considers just and proper, and on any such vesting order being made,
the property comprised therein shall vest accordingly in the person named therein in that behalf without any conveyance or
assignment for the purpose
Sec 333(6)

15. 15
Where the property disclaimed is of a leasehold nature, Tribunal shall not make a vesting order in favour of any person claiming under the
Company, whether as under-lessee or as mortgagee or holder of a charge by way of demise, except upon the terms of making that person,
a. subject to the same liabilities and obligations as those to which the Company was subject under the lease in respect of the property at the
commencement of the winding up; or
b. if the Tribunal thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date
Sec 333(6) Contd.
In either event as stated above, as if the lease had comprised only the property comprised in the vesting order,
and any mortgagee or under-lessee declining to accept a vesting order upon such terms shall be excluded
from all interest in, and security upon the property,
and, if there is no person claiming under the Company who is willing to accept an order upon such terms,
Tribunal shall have power to vest the estate and interest of the Company in the property in any person liable,
either personally or in a representative character, and either alone or jointly with the Company,

16. 16
Vesting of disclaimed property – Rule 162
the Tribunal, may make an order vesting the property in the applicant or other person who, in the opinion of the Tribunal, may be entitled thereto, and
excluding such under-lessee, mortgagee or holder of charge, from all interest in or security upon the property
and to make, if he deem fit, such election and application as is mentioned in the notice, and if at the expiration of the time so fixed by the Tribunal,
such under-lessee, mortgagee or holder of charge, fails to make such election and application,
and the Tribunal may adjourn the application for such notice to be given and for such under-lessee, mortgagee or holder of charge, to be added as a
party to and served with a copy of the application,
within a time to be fixed by the Tribunal and stated in the notice, he will be excluded from all interest in and security upon the property
Tribunal may direct that notice shall be given to such under-lessee, mortgagee or holder of charge, that if he does not elect to accept and apply for a
vesting order upon the terms required under Sec 333(6) and such other terms as the Tribunal may think just,
Where the disclaimed property is a leasehold interest and an application is made under Sec 333(6) for an order vesting the property in any person and
it appears that there is an under- lessee or mortgagee or holder of a charge by way of demise in respect of such property, claiming under the Company,
An order requiring parties interested in a disclaimed lease to apply for a vesting order or to be excluded from all interest in the lease shall be
in Form WIN 87, and an order vesting lease and excluding persons who have not elected to apply, shall be in Form WIN 88

17. 17
Sec 333(7)
Any person affected by
the operation of a
disclaimer under Sec 333
shall be deemed to be a
creditor of the Company
to the amount of the
compensation or
damages payable in
respect of such effect,
and may accordingly
prove the amount as a
debt in the winding up

18. Transfers, etc., after commencement of
Winding Up to be Void – Sec 334
18

19. In the case of a winding up by the
Tribunal, any disposition of the
property including actionable
claims, of the Company
and any transfer of
shares in the
Company or alteration
in the status of its
members,
made after the
commencement of
the winding up shall,
unless the Tribunal
otherwise orders, be
void
19

20. Certain Attachments, Executions, etc., in
Winding Up by Tribunal to be Void – Sec 335
20

21. 21
Where any Company is being wound up by the Tribunal,
any attachment, distress or execution put in force, without
leave of the Tribunal against the estate or effects of the
Company, after the commencement of the winding up; or
any sale held, without leave of the Tribunal of any of the
properties or effects of the Company, after such commencement,
shall be void
Nothing stated above shall apply to any proceedings for the recovery of any tax or impost or any dues payable to the Government

22. Company Liquidator to Exercise Certain
Powers Subject to Sanction – Sec 343
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23. 23
CL may, with the sanction of the Tribunal, when
the Company is being wound up by the Tribunal,
pay any class of
creditors in full; or
make any compromise or arrangement with creditors or
persons claiming to be creditors,
compromise any call or liability to call, debt, and liability
capable of resulting in a debt,
or having or alleging themselves to have any claim, present
or future, certain or contingent, against the Company,
or whereby the Company may be rendered liable; or
and any claim, present or future, certain or contingent,
ascertained or sounding only in damages,
subsisting or alleged to subsist between the Company
and a contributory or alleged contributory or other
debtor or person apprehending liability to the Company,
and take any security for the discharge of any such
call, debt, liability or claim, and give a complete
discharge in respect thereof
and all questions in any way relating to or affecting the
assets or liabilities or the winding up of the Company, on
such terms as may be agreed,

24. 24
Application for sanction of compromise – Rule 164
Every application for sanction of a compromise or arrangement referred to in Sec
343 shall be accompanied by a copy of the proposed compromise or arrangement
and shall be supported by an affidavit of the CL, along with final report of the
Advisory committee
stating that for the reasons set out in the affidavit he is satisfied that the
proposed compromise or arrangement is beneficial to the Company

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