1. Where a petition for winding up is filed before the Tribunal by any person other than the company, the Tribunal shall, if satisfied that a prima facie case for winding up of the company is made out, by an order direct the company to file its objections along with a statement of its affairs within thirty days of the order in such form and in such manner as may be prescribed:
Provided that: the Tribunal may allow a further period of thirty days in a situation of contingency or special circumstances:
Provided further that: the Tribunal may direct the petitioner to deposit such security for costs as it may consider reasonable as a precondition to issue directions to the company.
2. A company, which fails to file the statement of affairs as referred to in sub-section (1 ), shall forfeit the right to oppose the petition and such directors and officers of the company as found responsible for such non-compliance, shall be liable for punishment under sub-section (4 ).
3. The directors and other officers of the company, in respect of which an order for winding up is passed by the Tribunal under clause (d ) of sub-section (1 ) of section 273, shall, within a period of thirty days of such order, submit, at the cost of the company, the books of account of the company completed and audited up to the date of the order, to such liquidator and in the manner specified by the Tribunal.
4. If any director or officer of the company contravenes the provisions of this section, the director or the officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both
5. The complaint may be filed in this behalf before the Special Court by Registrar, provisional liquidator, Company Liquidator or any person authorised by the Tribunal.
Legal Commentary & Landmark Judgments: Section 274
Section 274 of the Companies Act, 2013 mandates that when a winding up petition is presented by any person other than the company and a prima facie case is established, the Tribunal shall direct the company to file its objections along with a comprehensive statement of affairs within thirty days, attaching strict procedural forfeitures and penal consequences for non-compliance.
In winding-up defence practice before the NCLT, respondents must treat the thirty-day timeline under Section 274 as strictly jurisdictional. If books of accounts cannot be audited immediately due to seized records or pending tax audits, an interlocutory application for extension supported by an affidavit explaining extraordinary circumstances must be moved prior to the expiry of the initial thirty days to avoid the fatal forfeiture of the right to oppose.