2. Winding Up
Meaning
Winding up of a company is the process
where by its life is ended and its property
administered for the benefit of its creditors and
members.
3. Mode of the winding up
Winding up by the Tribunal
Voluntary winding up
• Member voluntary winding up
• Creditor voluntary winding up
4. Winding up by the Tribunal
Company may be wound up by an order of the
tribunal. This is called compulsory winding up.
5. Grounds for the compulsory winding
up
Special resolution of the company
Default in holding statutory meeting
Failure to commence business
Reduction of members below minimum
Inability to pay debts
7. A company may be wind up
voluntary
By passing an ordinary resolution
By passing special resolution
8. Voluntary winding up may be
Member voluntary winding up
Creditors voluntary winding up
9. Member voluntary winding up
Member voluntary winding up takes place only
when the company is solvent .
Its initiated by the members and is entirely
managed by them.
10. Rules Regarding Members Voluntary
Winding Up
Appointment of liquidator
Boards power to cease on appointment of
liquidator
Power to fill vacancy in the office of liquidator
Notice of appointment of liquidator to registrar
Duty to call creditors meeting
Duty to call general meeting at the end of each
year
Final meeting and dissolution
Showing how the property has been disposed,
Send a copy of account to the registrar
11. Creditor voluntary winding up
Where the company proposes to wind up
voluntary and the director are not in a position to
make the statutory declaration of solvency ,the
winding up is a creditors voluntary winding up.
12. Rule Regarding creditors voluntary
winding up
Meeting of creditors
Notice of resolution to be given to registrar
Appointment of liquidator
Appointment of committee of inspection
Liquidator remuneration
Vacancy in office of liquidator
Final meeting and dissolution
13. Difference between members voluntary winding
up and creditors voluntary winding up
Members voluntary
winding up
There is no committee
There is no meeting of
creditors meeting in
members voluntary
winding up
Liquidator appointed by
the company in the
general meeting
Power can be exercised
by the liquidator with the
sanction of special
resolution passed at the
Creditor voluntary
winding up
May appoint a committee
Meeting of contributor and
there will be
corresponding meeting of
the creditors also
Both the member ad
creditor nominate the
liquidator.
Power can exercised with
the sanction of the
tribunals or committee of
inspection or meeting of
creditors.
winding up. N. Concluding the affairs of a corporation or partnershipthat is being liquidated, including paying off debts and distributingthe remaining assets.
Tribunal=committee,board,court…………………….
Tribunal=committee,board,court…
In business or commercial law, an extraordinary resolution or special resolution is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution (decision ,declaration).neglectedGrounds=funamental or baasic.Special resolutions: A special resolution requires a qualified majority of 75% of shareholder votes to be passed. Again, voting can be by a show of hands or, where demanded, by poll.
an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions.An ordinary resolution is the most common method by which a corporate entity conducts its business or the Board of directors seeks shareholder approval of its actions.Ordinary resolutions: An ordinary resolution requires a bare majority (i.e. anything over 50%) of shareholder votes to be passed.Special resolutions: A special resolution requires a qualified majority of 75% of shareholder votes to be passed. Again, voting can be by a show of hands or, where demanded, by poll.
solvent. ADJ. Able to pay debts; having enough money to coverone’s expenses. N. solvency. See also insolvent.
Remuneration = fee ,salary,compensation,payment.Cease=stop,finish,end,come to an endLay=leave,put.
A statutory declaration allows a person to make a legal declaration under oath and in the presence of a lawyer. They are commonly used when an individual needs to satisfy a legal requirement by affirming the truth of something.Creditor voluntary winding upIn a creditors' winding up the company is obliged to summon a meeting of the creditors. The creditors must receive at least ten days notice and their meeting must be held on the same day or the day after the meeting of the members at which the resolution for voluntary winding up is to be proposed.
