1. Winding Up Of company
UNDER CA.2013
PRESENTED BY-
SANDEEP YADAV
PRANAV UPMANYU
SAMIRA IRFAN KHAN
2. What Is winding up of a company?
Winding up is the method of ending, or dissolving, a business.
The winding up activity includes selling all assets, paying off creditors, and
distributing remaining assets to the partners or shareholders
Winding up can refer to dissolving either a corporation or a partnership.
Mostly used in the United Kingdom, the term is synonymous with
liquidation.
3. Winding Up Dissolution
1. Winding Up is first stage where
assets/liabilities are realised/paid-off
1. Dissolution is final stage where company
ceases to exist.
2. Winding up is carried on by liquidator
appointed by company/court
2. Order for dissolution is given by court
3. Liquidator can represent
winding up till dissolution
3. After dissolution liquidator don't
co
4. Creditors can prove their debts in
up
4. Creditors can not prove their debts in
Dissolution
4. WINDING UP AS PER
COMPANIES ACT, 1956
By the Court
i.e compulsory
VOLUNTARY
WINDING UP
Creditors’
Voluntary
Winding up
Members’
Voluntary
Winding up
Creditors’
Voluntary
Winding up
5. WINDING UP AS PER
COMPANIES ACT,2013
Winding up by
Tribunal
Voluntary Winding
up
6. Winding up by Tribunal
National Company Law Tribunal can be initiated by an application by way of petition for
winding up order.
It should be resorted to only when other means of healing an ailing company are of
absolutely no avail.
Remedies are provided by the statute on matters concerning the management and running
of the company.
It is primarily the 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, 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;
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If the Tribunal has ordered the winding up of the company under Chapter
XIX;
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. Who may file petition for winding up
A petition for winding up may be presented by any of the
following persons under Section 272 of The Companies Act,
2013-
The company; or
Any creditor or creditors, including any contingent or prospective creditor
or creditors; or
Any contributory; or
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All or any of the above three specified parties; or
The Registrar; or
Any person authorised 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. What is the procedure of Winding up of a
company by Tribunal?
As per Companies Act 2013, a company can be wound up by a Tribunal,
if:
It is unable to pay its debts.
The company has by special resolution resolved that the company be
wound up by the Tribunal.
t has acted against the interest of the sovereignty and integrity of India,
the security of the State, friendly relations with foreign states, public
order, decency or morality.
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The Tribunal has ordered the winding up of the company under Chapter
XIX.
If the company has not filed financial statements or annual returns for the
preceding five consecutive financial years.
If the Tribunal is of the opinion that it is just and equitable that be
company should be wound up.
If the affairs of the company have been conducted in a fraudulent manner
or the company was formed for fraudulent and unlawful purposes or the
persons concerned in the formation or management of its affairs have
been guilty of fraud or misconduct.
13. Voluntary Winding up
The winding up of a company can also be done voluntarily by the
members of the Company, if:
If the company passes a special resolution for winding up of the
Company.
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 of its duration, if any, fixed by its articles of association or on the
occurrence of any event in respect of which the articles of association
provide that the company should be dissolved.
14. Section 304 deals with the circumstances in which a company may be wound up
voluntarily-
15. What are the procedures involved in
Voluntary Winding up of a Company?
Step 1 - Conduct a board meeting with 2 Directors and thereby pass a resolution with a
declaration given by directors that they are of the opinion that company has no debt or it
will be able to pay its debt after utilizing all the proceeds from sale of its assets.
Step 2 - Issues notices in writing for calling of a General Meeting proposing the resolution
along with the explanatory statement.
Step 3 - In General Meeting pass the ordinary resolution for the purpose of winding up by
ordinary majority or special resolution by 3/4th majority
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Step 4 - Conduct a meeting of creditors after passing the resolution, if majority creditors
are of the opinion that winding up of the company is beneficial for all parties then
company can be wound up voluntarily.
Step 5 - Within 10 days of passing the resolution, file a notice with the registrar for
appointment of liquidator.
Step 6 - Within 14 days of passing such resolution, give a notice of the resolution in the
official gazette and also advertise in a newspaper.
Step 7 - Within 30 days of General meeting, file certified copies of ordinary or special
resolution passed in general meeting.
Step 8 - Wind up the affairs of the company and prepare the liquidators account and get
the same audited.
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Step 9 - Conduct a General Meeting of the company.
Step 10 - In that General Meeting pass a special resolution for disposal of books and all
necessary documents of the company, when the affairs of the company are totally wound up
and it is about to dissolve.
Step 11 - Within 15 days of final General Meeting of the company, submit a copy of accounts
and file an application to the tribunal for passing an order for dissolution.
Step 12 - If the tribunal is of the opinion that the accounts are in order and all the necessary
compliances have been fulfilled, the tribunal shall pass an order for dissolving the company
within 60 days of receiving such application.
Step 13 - The appointed liquidator would then file a copy of order with the registrar.
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Step 14 - After receiving the order passed by tribunal, the registrar then publish a
notice in the official Gazette declaring that the company is dissolved.
