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INTRODUCTION
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MODES OF WINDING UP
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PERSONS ELIGIBLE TO FILE
PETITION
The company
Any creditors
Any contributory (ies)
All or any of the aforesaid parties together or separately
The Registrar
Any person authorised by the Central Government under
Sec 243
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OFFICIAL LIQUIDATOR
Only person competent
There shall be attached to each High Court an official liquidator
appointed by Central Government
Statement of affairs of the company – prescribed form and verified
by affidavit
Assets of the company
Debts and liabilities
Names, residences & occupations of creditors
Debts due to the company and the details of persons from whom
they are due & amount likely to be realised
Further information as prescribed or as official liquidator require
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DUTIES OF LIQUIDATOR
• To submit preliminary report
• To takeover company’s assets
• To convene meetings of creditors and contributories
• To keep proper books
• To submit accounts
• To submit information in pending liquidation
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POWERS OF LIQUIDATOR
To be exercised by sanction of court
Institute and defend suits,prosecutions in the name and on behalf
of the company
Carry on business for the benefical winding up
Sell movable & immovable property by public action or private
contract
Raise money on the security of any asset of the company
Do all other acts necessary to wind up & to distribute assets
To be exercise without the sanction of the court
Do all acts & execute in the name of the company all deeds,
receipts and documents
Inspect records & returns on the files of the Registrar
Draw, accept, make & endorse bill of exchange
To appoint agents where necessary
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CONTRIBUTORY
Every person who is liable to contribute to the assets of the
company in the event of its being wound up and includes
the holders of fully paid up shares ( section 428)
List of contributors
A list – present members – primarily liable for everything
B list – past members, who ceased to be the members
within 1year preceding the winding up
Cases in which past members are not required to contribute
Ceases to be a member for a period of 1 yr or more
Debt or liability incurred after he ceased to be a member
Present members are able to satisfy the contributions required
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In voluntary winding up the company and the creditors settle
their affairs without going to the court.
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TYPES OF VOLUNTARY WINDING
UP
MEMBERS’S VOLUNTARY WINDING UP
Under section 488 the directors in the Board meeting make a
declaration by an affidavit that the company has no debts or it
will be able to pay its debts within 3 years from the
commencement of winding up.
This declaration should me made within 5 weeks
immediately preceding the date of passing the resolution and
shall be delivered to the registrar before that date.
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WINDING UP
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Winding up subject to
supervision of court.
The court may appoint an additional
liquidator to supervise the winding up. The
liquidator appointed by the court will have
the same powers and obligations.
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Consequences of
Winding Up..
CONSEQUENCES AS TO SHAREHOLDERS :
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Consequences as to
Creditors
In case of a solvent company, all claims of its creditors
when proved are fully met
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certain unsecured creditors in priority to all other
debts on winding up of the company. These
payments are :
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Defunct Company
Means a company which has never commenced business
or which has ceased to carry business
Under section 560, the Registrar of Companies can strike
the name of such a company from the companies’ register
He has to send to the company by post a letter enquiring
whether the company is carrying on business or is in
operation
If no reply is received within one month, he must send
within the next 14 days a registered letter to warn the
company
If no satisfactory reply is received within one month, he
must send to the company by post and publish in the
official gazette that the company’s name will be striked off
within three months and hence the company will be
dissolved
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