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Winding up
Winding up
Winding up
Winding up
Winding up
Winding up
Winding up
Winding up
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Winding up


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  • 1. Winding Up
    • Winding up/liquidation represents the last stage in company’s life.
    • It is a proceeding by which a company is dissolved.
    • The company’s assets are disposed of , the debts are paid off out of the realised assets , and the surplus , if any is then distributed among the members in proportion to their holdings in the company
  • 2. Modes of Winding Up
    • There are two modes of winding up of a company.
    • Winding up by the Tribunal
    • Voluntary winding up which may be
    • (a) members’ voluntary winding up OR
    • (b) creditors’ voluntary winding up
  • 3. Winding Up by Tribunal
    • The is also known as compulsory winding up and a company may be wound up in the following cases.
    • Special resolution of the company
    • Default in delivering the statutory report to the Registrar
    • Failure to commence/suspension of business
    • Reduction in membership
    • Inability to pay its debts
    • Just and equitable
  • 4. Petition
    • An application to the Tribunal for the winding up of a company is made by a petition . This may be presented in following cases:
    • Petition by the company
    • Petition by any creditor/creditors
    • Petition by any contributory/contributories
    • Petition by Registrar
    • Petition by central Government
  • 5. Commencement of Winding Up
    • Advertisement of petition
    • Powers Tribunal
    • Consequences of winding up order
    • Procedure of winding up by the Tribunal
    • Committee of inspection
    • Dissolution of Company
    • Contributory
  • 6. Voluntary Winding Up
    • Voluntary winding up means winding up by the members or creditors of a company without interference by the Tribunal.
    • A company may be wound up voluntarily:
    • By passing an ordinary resolution
    • By passing a special resolution
    • Commencement of voluntary winding up
    • Advertisement of resolution
  • 7. Types of Voluntary Winding Up
    • A voluntary winding up may be a:
    • Members’ voluntary winding up
    • Creditors’ voluntary winding up
    • members’ voluntary winding up
    • Declaration of solvency
    • Provisions applicable
    • Creditors’ voluntary winding up
    • Meeting of creditors
    • Notice of resolution to be given to Registrar
    • Appointment of liquidator
    • Appointment of committee of inspection
    • Liquidator’s remuneration
    • Board’s power to cease on appointment of liquidator
    • Power to fill vacancy in office of liquidator
    • Duty of liquidator to call meeting at the end of each year
    • Final meeting and dissolution
  • 8. Consequences of Winding Up
    • Consequences as to shareholders/members
    • Consequences as to creditors
    • Preferential payments
    • Consequences as to servants and officers
    • Consequences as to proceedings against the company
    • Consequences as to costs