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Winding up of companies

( Kinds of Winding up & who can


apply for Winding up)
Prakash Kumar
MP- 12048
Group- 7

Modes of Winding Up of a company

Winding up of a company is the process whereby its life is

ended and its property administered for the benefit of its


creditors and members.
The Winding up of a company may be either
(i)

By the tribunal

(ii) Voluntary Winding up


(iii) Winding up by the court/compulsory Winding up.

1. Circumstances in which company may be wound


up by Tribunal
(i)

A company may , on a petition under section 272, be wound up by the


Tribunal.

(a) If the company is unable to pay its debts;


(b) If the company has, by special resolution, resolved that the company be
wound up by the tribunal;
(c )If the company has acted against the interests of the sovereignty and
integrity of India, the security of the state, friendly relations with foreign
states, public order, decency or morality;
(d) If the company has made a default in filing with the Registrar its financial
statements or annual returns for immediately preceding five consecutive
financial years; or

Cont.

(e) If on an application made by the registrar or any other person


authorized by the Central Government by notification under
this Act, the Tribunal is of the opinion that the affairs of the
company have been conducted in a fraudulent manner or the
company was formed for fraudulent and unlawful purpose or
the persons concerned in the formation or management of its
affairs have been guilty of fraud, misfeasance or misconduct
in connection therewith and that it is proper that the company
be wound up;
(f) If the Tribunal is of the opinion that it is just and equitable
that the company should be wound up.

2. Voluntary winding up
Voluntary Winding up - Winding up by the members or

creditors without any intervention of the Court is called


voluntary winding up.
As per section 484, a company may be wound up voluntarily
by Ordinary resolution or by Special resolution.
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By passing an ordinary resolution in general

meeting
a. where either the time fixed by the articles for the duration of the
company has expired OR
b. the event specified in the Articles has occurred on which the
company is to be dissolved.

Voluntary winding up (cont)


In any other case, the company may resolve

to be wound up voluntarily by passing a


special resolution in general body meeting of
shareholders.
A voluntary winding up is deemed to commence from the

time the resolution for voluntary winding up is passed.


when the company has passed the resolution for

voluntarily winding up, it must within 14 days, give notice


in official gazette and also in some newspapers in the

3. Winding up by the count/


Compulsory Winding up
Section 433 provides that a company may be wound up by the

court:
(a) if the company has, by special resolution, so resolved;
(b) if default is made in delivering the statutory report to the
Registrar or in holding the statutory meeting, where applicable; but
petition should be filed within 14 days.
(c ) if the company within a year from its incorporation, or does not
commence its business suspend its business for a whole year.
(d) if the number of members is reducedin the case of a public company, below 7, and
in the case or a private company, below 2;
(e) if the company is unable to pay its debts ;
(f) (f)

if the Court is of the opinion that it is just and equitable


that the company should be wound up.

4.Who can apply for Winding up?


The company itself by the passing of a special resolution.
Any creditors, including any contingent or prospective
creditors.
Any combinations of creditors, company or contributories
acting jointly or separately.
The registrar or any person authorised by the central
government as per S.243.
The official liquidator.
Central authority