Sections 291 and 292 of the Companies Act 2013: Professional Assistance and Control of Company Liquidator Powers

Updated: 17 September 2026

Sections 291 and 292 form part of Chapter XX of the Companies Act, 2013 dealing with winding up. Section 291 permits a Company Liquidator, with the sanction of the National Company Law Tribunal, to obtain professional assistance. Section 292 regulates the exercise of the Company Liquidator's powers in the administration and distribution of company assets.

Current legal position: Sections 291 and 292 continue to appear as operative provisions in the current text of the Companies Act, 2013. The Insolvency and Bankruptcy Code, 2016 amended several winding-up provisions, but Sections 291 and 292 were retained. For Section 291, Rule 78 of the Companies (Winding Up) Rules, 2020 prescribes Form WIN 38 for disclosure of conflict of interest or lack of independence.

Section 291 - Provision for professional assistance to Company Liquidator

Meaning: Section 291 enables the Company Liquidator to engage qualified professionals where their assistance is necessary for carrying out duties and functions under the Companies Act, 2013. The appointment requires prior sanction of the Tribunal.

Section 291(1): The Company Liquidator may, with the sanction of the Tribunal, appoint one or more chartered accountants, company secretaries, cost accountants, legal practitioners or other professionals on such terms and conditions as may be necessary to assist in the performance of duties and functions under the Act.

Section 291(2): A professional appointed under the section must forthwith disclose to the Tribunal, in the prescribed form, any conflict of interest or lack of independence concerning the appointment.

Rule 78 and Form WIN 38

Rule 78 of the Companies (Winding Up) Rules, 2020 gives effect to the disclosure requirement in Section 291(2). The professional appointed by the Company Liquidator with the sanction of the Tribunal must file a declaration in Form WIN 38 with the Tribunal forthwith, disclosing any conflict of interest or lack of independence.

Key requirements under Section 291

  • The Company Liquidator must obtain the sanction of the Tribunal before appointing a professional under Section 291.
  • The section expressly covers chartered accountants, company secretaries, cost accountants and legal practitioners, and also permits appointment of other suitable professionals.
  • The professional's terms and conditions should relate to assistance required for the liquidator's statutory duties and functions.
  • The appointed professional has an immediate disclosure obligation regarding conflict of interest or lack of independence.
  • Rule 78 prescribes Form WIN 38 for making that disclosure to the Tribunal.

Section 292 - Exercise and control of Company Liquidator's powers

Meaning: Section 292 provides a framework for the Company Liquidator to take account of the wishes and directions of creditors, contributories and the advisory committee while administering the company's assets and distributing them among creditors. It also provides a remedy before the Tribunal against an act or decision of the Company Liquidator.

Section 292(1): Subject to the Companies Act, the Company Liquidator, while administering company assets and distributing them among creditors, must have regard to directions given by a resolution of creditors or contributories at a general meeting or by the advisory committee.

Section 292(2): If directions of creditors or contributories at a general meeting conflict with directions of the advisory committee, the directions of the creditors or contributories prevail.

Section 292(3)(a): The Company Liquidator may summon meetings of creditors or contributories whenever considered appropriate for ascertaining their wishes.

Section 292(3)(b): The Company Liquidator must summon such meetings when directed by resolution of the creditors or contributories, or when requested in writing by not less than one-tenth in value of the creditors or contributories, as applicable.

Section 292(4): A person aggrieved by an act or decision of the Company Liquidator may apply to the Tribunal. The Tribunal may confirm, reverse or modify the act or decision and may make such further order as it considers just and proper in the circumstances.

How Sections 291 and 292 work together

Section 291 deals primarily with the professional support that may be obtained by the Company Liquidator, subject to Tribunal sanction and independence safeguards. Section 292 deals with accountability in the exercise of liquidation powers by requiring regard to stakeholder directions, establishing priority where directions conflict, facilitating meetings, and allowing an aggrieved person to approach the Tribunal.

Official legal resources

For the current statutory text and prescribed forms, refer to the official Government sources below:

This article is intended as a statutory reference and general legal information. For a particular winding-up proceeding, the applicable Tribunal orders, rules, notifications and current amendments should also be checked.