1. 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

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

3. 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

4. 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

5. 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.

6. 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

7. 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

8. 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

9. 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

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