271. Circumstances in which company may be wound up by 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 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 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.
