PART I.— Winding up by the Tribunal
1. A company may, on a petition under section 272, be wound up by the Tribunal,
a. if the company is unable to pay its debts;
b. if the company has, by special resolution, resolved that the company be wound up by the Tribunal;
c. 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;
d. if the Tribunal has ordered the winding up of the company under Chapter XIX;
e. if on an application made by the Registrar or any other person authorized 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;
f. 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
g. if the Tribunal is of the opinion that it is just and equitable that the company should be wound up.
2. A company shall be deemed to be unable to pay its debts,
a. if a creditor, by assignment or otherwise, to whom the company is indebted for an amount exceeding one lakh rupees then due, has served on the company, by causing it to be delivered at its registered office, by registered post or otherwise, a demand requiring the company to pay the amount so due and the company has failed to pay the sum within twenty-one days after the receipt of such demand or to provide adequate security or re-structure or compound the debt to the reasonable satisfaction of the creditor;
b. if any execution or other process issued on a decree or order of any court or tribunal in favour of a creditor of the company is returned unsatisfied in whole or in part; or
c. if it is proved to the satisfaction of the Tribunal that the company is unable to pay its debts, and, in determining whether a company is unable to pay its debts, the Tribunal shall take into account the contingent and prospective liabilities of the company.
(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 should 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.
Legal Commentary & Landmark Judgments: Section 271
Section 271 enumerates the statutory grounds upon which the National Company Law Tribunal may order the compulsory winding up of a company, including sovereign security, 5-year filing default, and the 'just and equitable' clause.
The Insolvency and Bankruptcy Code fundamentally reshaped Section 271 by removing debt-default winding up (which now proceeds as CIRP under Section 7 or 9 of the IBC). Section 271 is now reserved for regulatory, sovereign, and equitable winding up. Ground (d)—default in filing financial statements for five consecutive years—provides the MCA with statutory authority to liquidate non-compliant corporate entities.