Sections 283 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 283 says the liquidator takes the company's property into custody on the Tribunal's order, and that all the company's property is deemed to be in the Tribunal's custody from the winding-up order. Section 284 requires promoters, directors, officers and employees to cooperate fully with the Company Liquidator, backed by a Tribunal direction if they do not.
Once a winding-up order is made or a provisional liquidator is appointed, the liquidator must, on the Tribunal's order, forthwith take custody or control of all property, effects and actionable claims of the company. From the winding-up order, all property and effects are deemed in the custody of the Tribunal. The Tribunal can order contributories, trustees, receivers, bankers, agents, officers and employees to hand over money, property, books and papers. Promoters, directors, officers and employees must cooperate fully, and the Tribunal must direct compliance on the liquidator's application.
Context: winding up after the IBC
Since the Insolvency and Bankruptcy Code, 2016, inability to pay debts and voluntary winding up are dealt with under the IBC. Winding up by the Tribunal under the Companies Act continues on the grounds left in section 271. In those cases, sections 283 and 284 are how the liquidator actually gets hold of the company's assets and records. The liquidator's appointment is covered in sections 275–276, and his report in sections 281–282.
If you hold company property or records and have received a demand from a liquidator, our legal dispute resolution team can help you understand the obligation and respond correctly.
Section 283: custody of the company's properties
| Sub-section | Rule |
|---|---|
| (1) | Where a winding-up order has been made or a provisional liquidator appointed, the Company Liquidator or provisional liquidator shall, on the order of the Tribunal, forthwith take into custody or control all property, effects and actionable claims to which the company is or appears to be entitled, and take the steps necessary to protect and preserve them |
| (2) | Notwithstanding sub-section (1), all the property and effects of the company shall be deemed to be in the custody of the Tribunal from the date of the order for winding up |
| (3) | On application by the Company Liquidator or otherwise, the Tribunal may at any time after the winding-up order require specified persons to pay, deliver, surrender or transfer money, property, books and papers to the liquidator |
Points to note
- "Is or appears to be entitled". The liquidator can take control of property the company appears to own. Disputes about title are for the Tribunal, which has jurisdiction over such questions under section 280 (substituted by the IBC, w.e.f. 15-11-2016).
- Two layers of custody. Sub-section (1) operates on the Tribunal's order and covers a provisional liquidator's appointment too. Sub-section (2) is a deeming rule that starts at the winding-up order, not before it.
- Who can be ordered to hand over. Sub-section (3) names any contributory on the list of contributories, and any trustee, receiver, banker, agent, officer or other employee of the company. The items are money, property and books and papers "in his custody or under his control to which the company is or appears to be entitled".
- Timing. The Tribunal may require delivery "forthwith, or within such time as the Tribunal directs".
Because the property is treated as in the Tribunal's custody, the stay on suits without leave in section 279 fits together with it: assets are protected, and litigation about them is channelled through the Tribunal.
Section 284: promoters, directors and others must cooperate
Sub-section (1): the duty
"The promoters, directors, officers and employees, who are or have been in employment of the company or acting or associated with the company shall extend full cooperation to the Company Liquidator in discharge of his functions and duties."
The duty is broad. It covers former officers and employees and anyone "acting or associated with the company", not just current directors.
Sub-sections (2) and (3): enforcement
These two sub-sections were substituted by Act 29 of 2020 with effect from 21 December 2020. They now provide:
- If a person required to assist or cooperate does not do so, the Company Liquidator may apply to the Tribunal for necessary directions (sub-section (2)).
- On receiving the application, the Tribunal shall, by an order, direct the person to comply with the liquidator's instructions and to cooperate in discharging his functions and duties (sub-section (3)).
The word "shall" in sub-section (3) means the Tribunal's direction follows the application. The section itself does not state a separate penalty for non-cooperation; the consequence is the Tribunal's direction. Whether non-compliance with that direction attracts other consequences depends on the Tribunal's powers, so take advice on your specific position.
| Step | Who | What |
|---|---|---|
| 1 | Promoters, directors, officers, employees | Extend full cooperation (s.284(1)) |
| 2 | Company Liquidator | Applies to the Tribunal if a person does not cooperate (s.284(2)) |
| 3 | Tribunal | Orders compliance and cooperation (s.284(3)) |
Who is affected
- Directors and former directors must keep records available and cooperate even after leaving office. Also remember their duty to file audited books under section 274(3).
- Bankers, agents and trustees holding company money or papers can be ordered to deliver them.
- Contributories on the list (see section 285) can be ordered to pay or deliver items they hold for the company.
- Employees who hold data, keys, passwords or files have to provide them to the liquidator on demand.
Proposed change
The Corporate Laws (Amendment) Bill, 2026 has no clause amending section 283 or 284. Its winding-up clause touches section 271 only. The Bill is pending and is not law as on 30 September 2026.
Practical examples
Example 1: a banker holding funds. After the winding-up order, the Tribunal requires the company's banker to transfer the balance in the company's account to the Company Liquidator. The banker must comply within the time the Tribunal directs.
Example 2: a missing accountant. The former accountant, now with another firm, holds the company's ledgers. The liquidator asks for them and is ignored. He applies under section 284(2), and the Tribunal directs the accountant to comply.
Example 3: custody on provisional appointment. A provisional liquidator is appointed on the petition. On the Tribunal's order, the provisional liquidator takes control of the company's stock and protects it, although the deeming rule in sub-section (2) starts only from the winding-up order.
Need help responding to a liquidator?
Handing over records, answering a demand or protecting your position as a former director all need care. We can review the order or the liquidator's request and explain what the Act requires. Contact us about legal dispute resolution.
Key takeaways
- On the Tribunal's order, the liquidator takes forthwith custody or control of the company's property, effects and actionable claims.
- From the winding-up order, all property and effects are deemed in the Tribunal's custody.
- The Tribunal can order contributories, bankers, agents, officers and employees to deliver money, property, books and papers.
- Promoters, directors, officers and employees, current or former, must cooperate fully.
- If they do not, the Tribunal shall direct compliance on the liquidator's application.
- The Bill, 2026 does not amend sections 283 or 284 and is not law.
Read next
- Sections 281–282: Liquidator report and Tribunal directions
- Section 285: List of contributories
- Sections 290–292: Powers and duties of the Company Liquidator
- Role of the Official Liquidator in company winding up
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.