This document summarizes the winding up process for companies in Pakistan. It discusses the three modes of winding up a company: compulsory winding up by court order, voluntary winding up initiated by shareholders, and winding up under court supervision of a voluntary process. The consequences of winding up are outlined for shareholders, creditors, company operations and employees. Key steps in the process include ascertaining company assets and liabilities, paying off creditors, distributing any surplus to shareholders, and formally dissolving the company.
Secretarial Audit has been mandated by Section 204 of the Indian Companies Act, 2013 for every listed company and other class of companies.
This presentation talks about, introduction, historical background, Objective and Purpose, Scope, Benefits and Beneficiaries of Secretarial Audit. This presentation also talks about offences and penalties as prescribed in Section 204 and 143 of the Companies Act, 2013 for any default committed.
Secretarial Audit has been mandated by Section 204 of the Indian Companies Act, 2013 for every listed company and other class of companies.
This presentation talks about, introduction, historical background, Objective and Purpose, Scope, Benefits and Beneficiaries of Secretarial Audit. This presentation also talks about offences and penalties as prescribed in Section 204 and 143 of the Companies Act, 2013 for any default committed.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
Here we are trying to list the taxation and accounting implications for a typically Demerger of companies.
The Implications are studied for Resultant and the Demerged Company
Complete Notes on Companies Ordinance, Paper LL.B. Part II.
.....................All students are advised to download and Prepare yourself. Shah Muhammad Zarkoon.
University Law College Quetta.
Related Party Transactions by Dipti Mehta Partner Mehta & Mehta Company Secretary
Both under the 2013 Act , requirements concerning related party transactions may be divided into four key parts, viz., identification of related parties, related party transactions, approval process and disclosure requirements. It is clear from discussion below that in most cases, The definition of ‘related party’ under RC49 is likely to result in identification of significantly higher number of related party. Unlike the 2013 Act, RC49 does not exempt related party transactions from special resolution of disinterested shareholders based on criteria, viz., (i) transaction is in the ordinary course of business and at arm’s length, or (ii) prescribed threshold regarding transaction value and share capital are not breached.
Disclaimer: Disclaimer: This presentation is based on my internal research. It is notified that the presenter and any other person related to him shall be responsible for any damage or loss of any action taken based on this presentation. It is suggested to seek professional advice before initiating any action.
OBJECTIVE
Merger and Amalgamation (M&A) is one of the forms of Corporate Restructuring. M&A transactions are generally done to diversify the business, reduce competition, exercise increased scale of operations, to focus on core businesses to streamline costs and improve profit margins, etc. Provisions for merger and amalgamation under Companies Act, 2013 also includes demerger. The webinar deals with the provisions of merger and amalgamation enshrined in Companies Act, 2013 read with Rules made there under, legal formalities involved and judicial precedents.
Here we are trying to list the taxation and accounting implications for a typically Demerger of companies.
The Implications are studied for Resultant and the Demerged Company
Complete Notes on Companies Ordinance, Paper LL.B. Part II.
.....................All students are advised to download and Prepare yourself. Shah Muhammad Zarkoon.
University Law College Quetta.
Related Party Transactions by Dipti Mehta Partner Mehta & Mehta Company Secretary
Both under the 2013 Act , requirements concerning related party transactions may be divided into four key parts, viz., identification of related parties, related party transactions, approval process and disclosure requirements. It is clear from discussion below that in most cases, The definition of ‘related party’ under RC49 is likely to result in identification of significantly higher number of related party. Unlike the 2013 Act, RC49 does not exempt related party transactions from special resolution of disinterested shareholders based on criteria, viz., (i) transaction is in the ordinary course of business and at arm’s length, or (ii) prescribed threshold regarding transaction value and share capital are not breached.
Disclaimer: Disclaimer: This presentation is based on my internal research. It is notified that the presenter and any other person related to him shall be responsible for any damage or loss of any action taken based on this presentation. It is suggested to seek professional advice before initiating any action.
Winding up - Legal Environment of Business - Business Law - Commercial Law - ...manumelwin
Winding up of a company is the process of putting an end to its life. At the end of the winding up, the company will be destroyed or dissolved and will have no assets or liabilities.
The liquidation of the Company’s assets, which are collected and sold in order to satisfy the obligations accrued, is referred to as winding up. When a corporation is wind up, the debts, expenditures, and charges are first paid off and dispersed among the shareholders. When a company is subject to liquidation, it dissolves officially and ceases to exist.
Liquidation is winding up of an entity and the selling of its assets to distribute them, depending on the factor whether the company is solvent or insolvent.
Similar to Companies ordinance 1984 winding up (20)
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WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
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2. Meaning of winding up
Modes of winding up
◦ Compulsory by court
◦ Voluntary
◦ Under the super vision of the court
Consequences of winding up
Section 297-418
3. The liquidation or winding up of the company is a
proceeding in which all its affair are wound up.
Its rights and liabilities ascertained and the claims of
its creditors paid off out of the assets of company
including the contribution by its member to the
extent to which they may be necessary
If any surplus assets are left they are divided among
the members of the company in proportion to there
rights under the articles
This being done, the company is dissolved
A company can never be declared bankrupt although
it is unable to pay its debts although some provisions
of the insolvency law are made applicable to
companies in liquidation.
4. Compulsory winding up by court
Voluntary winding up
Winding up under the supervision of the court
Section297
5. A company may be wound up by the court when :
◦ It has passed a special resolution to be wound up by the
court
◦ Default is made in delivering the statutory report are in
holding the statutory meeting or any two consecutives AGM
◦ It does not commence its business with in a year from its
incorporation or suspend its business for a whole year
◦ The number of its member falls below 7 or 2 in case of
private company
◦ Unable to pay its debts
◦ Carrying out unlawful or fraudulent activities
◦ Carrying on business not authorized by the memorandum
◦ Conducting its business in a manner oppressive to its
members
6. ◦ Managed by person who fail to maintain proper accounts
or commit fraud, misfeasance or malfeasance in relation
to the company
◦ Managed by persons who refuse to act according to the
companies ordinance, memorandum, or articles or fail to
carry out the directions of the court or registrar or the
corporate law authority
◦ Seizes to be a listed company if it is such a company
◦ The court is of opinion that it is just an equitable that it
should be wound up
Section 297-305
7. A voluntary winding up can be affected
◦ Fixed duration of the company has come to an end or
◦ An event upon which the company is to be dissolved
has occurred and
◦ The company has in general meeting passed an ordinary
resolution to wind up OR
◦ If the company by a special resolution resolve that the
company be wound up voluntarily for any reason what
ever
Section 358
8. Members voluntary winding up
Creditors voluntary winding up
TIME SCHEDULE
Voluntary winding up commences at the time of
passing of the resolution authorizing it
Section 358- 359
9. When a resolution has been passed to wind u a company
voluntarily the court may order that the winding up shall
proceed but subject to its super vision and on such terms
and conditions as it thinks fit to impose the order which is
called a super vision order pre-supposes the existence of
a voluntary winding up
The affect of the super vision order is the same as an
order for a compulsory winding up except that the
liquidator may, subject to any restriction imposed by the
court, exercise all his powers without the sanction or
intervention of the court, in the same manner as if the
company was being wound up all together voluntarily
Section 396
10. Consequences as to the share holder
Consequences as to the creditor
Consequences as to disposition by company
Consequences as to servants
Consequences as to officers
Consequences as to proceedings against the
company
Consequences as to costs
Dissolutions
Liquidators
Section 301,404, 406,409,411,418