The document provides information about winding up procedures for companies in India. It discusses voluntary winding up initiated by a company's shareholders and winding up initiated by the tribunal on various grounds. Key points include: (1) Winding up is the process of settling a company's debts and distributing remaining assets to shareholders; (2) The Companies Act of 2013 governs winding up procedures; (3) Grounds for tribunal winding up include inability to pay debts or acting against national interests. Creditors, shareholders, or government entities can file winding up petitions. The Insolvency and Bankruptcy Code of 2016 introduced changes to winding up procedures.

1. A
P R O J E C T R E P O R T
O N
“ W I N D I N G U P O F
C O M P A N I E S ”
F O R
C A - I C I T S S

2. ACKNOWLEDGEMENT
I would like to express my special thanks of gratitude to my teacher CA
Girish Goyal who gave me the golden opportunity to do this wonderful
project on the topic “WINDING UP OF COMPANIES”, which also helped
me in doing a lot of Research and I came to know about so many new
things I am really thankful to him.
Secondly I would also like to thank my parents and friends who helped
me a lot in finalizing this project within the limited time frame.

3. COMPANY WINDING UP
PROCEEDINGS
• The winding up or liquidation of a company is the process by which
a company’s assets are collected and sold in order to pay its debts.
• Any monies remaining after all debts, expenses and costs have been
paid off are distributed amongst the shareholders of the company.
• When the winding up has been completed, the company is formally
dissolved and it ceases to exist.

4. WHAT IS THE LAW GOVERNING THE
PROCEDURE OF WINDING UP IN INDIA?
Section 270 of the Companies Act 2013, lays down the
procedure for winding up of a company. It provides two ways
of winding up –
• By the tribunal
• Voluntary

5. W I N D I N G U P
B Y T R I B U N A L

6. WINDING UP BY TRIBUNAL
• It is primarily the National Company Law Tribunal (NCLT)
which has jurisdiction to wind up companies under the
Companies Act, 2013.
• There must be strong reasons to order winding up as it is a
last resort to be adopted.

7. GROUNDS ON WHICH A
COMPANY MAY BE WOUND UP
BY THE TRIBUNAL
Under Section 271[1], a company may be wound up by the tribunal if –
• Company is unable to pay the debts
• If the company has, by special resolution, resolved that the company be wound up by
the Tribunal;
• If the company has acted against the interests of sovereignty and integrity of India, the
security of the State, friendly relations with foreign States, public order
……TBC

8. ….CONTINUED
• If the Tribunal has ordered the winding up of the company under
Chapter XIX
• If on an application made by the Registrar or any other person
authorized by the Central Government by notification under this Act
• If the company has made default in filing with the Registrar its
financial statements or annual returns for immediately preceding
five consecutive financial years;
• If the tribunal is of the opinion that it is just and equitable that the
company should be wound up.

9. W H O M A Y
F I L E
P E T I T I O N
F O R
W I N D I N G U P

10. SECTION 272
As per Section 272 of The Companies Act, 2013 petition for winding
up may be presented by any of the following persons -
• The company; or
• Any creditor or creditors, including any contingent or prospective
creditor or creditors; or
• Any contributory; or
• The Registrar; or
• Any person authorized by Central Government in this behalf;
• By the Central Government or State Government in case of
Company acting against the interest of sovereignty and integrity of
India.

11. V O L U N T A R Y
W I N D I N G U P

12. VOLUNTARY WINDING UP
• In voluntary winding up, Company and its creditors settle their affairs
without going to Court.
• One or more liquidators are appointed by company in general meeting
for purpose of winding up.
• A voluntary winding up commences from date of passing of resolution
for voluntary winding up, a petition is presented for winding up by the
Court

13. CIRCUMSTANCES IN WHICH
COMPANY MAY BE WOUND UP
VOLUNTARILY
SECTION 304
A company may be wound up voluntarily,—
• (a) if the company in general meeting passes a resolution requiring the company
to be wound up voluntarily as a result of the expiry of the period for its duration,
if any, fixed by its articles or on the occurrence of any event in respect of which
the articles provide that the company should be dissolved; or
• (b) if the company passes a special resolution that the company be wound up
voluntarily

14. CHANGES IN WINDING UP AFTER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016
• Section 270 of the Companies Act, 2013 regarding the Modes of winding up, has been
deleted after the enforcement of this Code. It has been substituted by Winding up by
Tribunal
• Section 271, companies Act, 2013 which deals with Circumstances in which company
may be wound up by Tribunal has been substituted
• Section 275(2) which deals with Company Liquidators and their appointment, which
Tribunal shall appoint the provisional or the Company Liquidator from amongst the
insolvency professionals registered under the Insolvency & Bankruptcy Code, 2016.

15. B I B L I O G R A P H Y

16. BIBLIOGRAPHY
Books
• The Companies Act, 2013 Bare Act
• CA Munish Bhandari – Corporate & Allied Laws (CA-Final)
• Taxmann’s Corporate & Allied Laws by Tejpal Sheth
Web Support
• https://www.caclubindia.com/
• http://www.mca.gov.in/MinistryV2/companiesact2013.html

17. T H A N K Y O U