Winding Up It is the proceeding which a company is dissolved. There are three ways in which a company may cease to exist. Under amalgamation When it becomes defunct company Through winding process

Modes of winding up Compulsory winding up by tribunal Voluntary winding up -Member’s voluntary winding up -Creditor’s voluntary winding up

Compulsory winding up Special resolution Inability to pay debts -Statutory notice -Decreed debt -Commercial insolvency Just and equitable -loss of substratum -Deadlock in management -Oppression of minority -Fraudulent purpose -Incorporated or quasi partnership 4. Default in filing P/L account and B/S 5. Acted against sovereignty and integrity of India 6. Sick industrial company

Petition for winding up The company Any creditor or creditors including any contingent or prospective creditor Any contributory All or any of the aforesaid party The registrar Any person authorised by central government By the central or state government

Commencement of winding up by tribunal The winding up of a company by tribunal is deemed to commence at the time of the presentation of the petition for winding up. But where, before presentation of the petition, a resolution has been passed by the company, for voluntary winding up, the winding up shall be deemed to have commenced at the time of passing the resolution.

Consequences of winding up by Tribunal Intimation to official liquidator and Registrar Copy of the winding up order to be filed by the registrar Order of winding up deemed to be notice of discharge Suits stayed on winding up order Responsibility of directors and officers to submit to tribunal audited books of accounts Powers of the tribunal Effect of winding up order Official liquidator to be liquidator

Compulsory winding up by the tribunal - Appointment of official liquidator Terms conditions and remuneration of official liquidator Duties of liquidator *Submission of report by company liquidator *To take over company’s assets *To comply with the directions *To summon meetings of creditors and contributories *To keep proper books *To submit accounts *Appointment of committee of inspection *To submit information in pending liquidation *Making payments into the public accounts of India

General Powers of the Tribunal Powers to stay winding up proceedings Settlement of the list of contributories and application of assets Delivery of property to the liquidator Power to order payment of debts and to allow set off Power of tribunal to make calls Adjustments of rights of contributories Power to order costs Power to summon persons suspected of having the property of the company Powers to order public examination of promoters, directors etc. Power to arrest absconding contributories Power to order dissolution of company 12. Power to declare dissolution of company

Voluntary winding up Consequences of voluntary winding up Effect on status of the company Board’s power to cease on appointment of a liquidator Avoidance of transfer etc. after commencement of winding up Discharge of employees

Types of voluntary winding up A members’ voluntary winding up A creditors’ voluntary winding up