WINDING UP OF
COMPANY
Under the Companies Act, 1956 a private company could start its
business immediately upon receiving certificate of incorporation.
They were not required to obtained a certificate of commencement
of business under section 149 of Companies Act, 1956
Now under Section 11 of the Companies Act, 2013, ALL companies
having a share capital shall not commence business or exercise any
borrowing powers, unlessthey acquire a Certificate of
Commencement of Business.
There are some requirements which need to be fulfilled to get the
certificate of commencement of business
Meetings of a Company
Shareholders
BoD
Meetings of Shareholders
General Meetings
Annual General
Meeting
Class Meetings
Extraordinary
Meeting (only when
required)
114. (1) A resolution shall be an ordinary resolution if the notice required under this
Act has been duly given and it is required to be passed by the votes cast, whether on a
show
of hands, or electronically or on a poll, as the case may be, in favour of the resolution,
including the casting vote, if any, of the Chairman, by members who, being entitled so to
do,
vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the
votes,
if any, cast against the resolution by members, so entitled and voting.
(2) A resolution shall be a special resolution when
(a) the intention to propose the resolution as a special resolution has been duly
specified in the notice calling the general meeting or other intimation given to the
members of the resolution;
(b) the notice required under this Act has been duly given; and
(c) the votes cast in favour of the resolution, whether on a show of hands, or electronically
or on a poll, as the case may be, by members who, being entitled so to do, vote in person
or by proxy or by postal ballot, are required to be not less than three times the
number of the votes, if any, cast against the resolution by members so entitled and
voting.
Draft Rules provide for the procedure and manner of such process
For One Person Company (OPC), small company and dormant company at
least 1 Board meeting must be held in each half of a calendar year with a gap
of not less than 90 days between two Board Meetings
In case of only One Director in OPC, requirement of holding meeting will not
apply
Resolution by circulation shall be approved if consented by majority of
Directors instead of the requirement of consent of all Directors present in
India or by majority of them (as was provided in the Companies Act 1956)
MATTERS TO BE DISCUSSED IN
BOARD MEETINGS ONLY (SECTION 179)
To issue securities whether in India or outside.
MATTERS TO BE DISCUSSED IN
BOARD MEETINGS ONLY (SECTION 179)
MATTERS TO BE DISCUSSED IN
BOARD MEETINGS ONLY (SECTION 179)
Registered
office,
principal
business
activities
securities
and
shareholdin
g pattern
Indebtednes
s
Members
and
debenture
holders
Promoters,
directors,
key
managerial
personnel
Meetings of
members
Meeting of
board and
committees
Remunerati
on of
directors
and KMP
Penalty or
punishment
& details of
compoundin
g
shares held
by or on
behalf of
the FIIs
other
matters as
may be
prescribed.
(h) penalty or punishment imposed on the company, its directors or officers and
details of compounding of offences and appeals made against such penalty or
punishment;
(i) matters relating to certification of compliances, disclosures as may be
prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the
Foreign Institutional Investors indicating their names, addresses, countries of
incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed,
and signed by a director and the company secretary, or where there is no company secretary,
by a company secretary in practice:
Provided that in relation to One Person Company and small company, the annual
return shall be signed by the company secretary, or where there is no company secretary, by
the director of the company.
(2) The annual return, filed by a listed company or, by a company having such paid-up
capital and turnover as may be prescribed, shall be certified by a company secretary in
practice in the prescribed form, stating that the annual return discloses the facts correctly
and adequately and that the company has complied with all the provisions of this Act.
(3) An extract of the annual return in such form as may be prescribed shall form part of
the Boards report.
(4) Every company shall file with the Registrar a copy of the annual return, within sixty
days from the date on which the annual general meeting is held or where no annual general
meeting is held in any year within sixty days from the date on which the annual general
meeting should have been held together with the statement specifying the reasons for not
holding the annual general meeting, with such fees or additional fees as may be prescribed,
within the time as specified, under section 403.
(5) If a company fails to file its annual return under sub-section (4), before the expiry of
the period specified under section 403 with additional fee, the company shall be punishable
with fine which shall not be less than fifty thousand rupees but which may extend to
five lakhs rupees and every officer of the company who is in default shall be punishable with
imprisonment for a term which may extend to six months or with fine which shall not be less
than fifty thousand rupees but which may extend to five lakh rupees, or with both.
(6) If a company secretary in practice certifies the annual return otherwise than in
conformity with the requirements of this section or the rules made thereunder, he shall be
punishable with fine which shall not be less than fifty thousand rupees but which may
extend to five lakh rupees.
BOARDS REPORT
Extract of
Annual
Return
No. of BMs
Declaration
by
Independent
Director
Directors
Responsibilit
y Statement
Comments/e
xplanation
by BOD on
Secretarial
Audit Report
Particulars of
loan/guarant
ee/
investment
Particulars of
contracts/arr
angements
with related
party
Material
changes
from end of
FY to date of
Report
Statement
on risk
management
policy
Details of
CSR policy
developed
and
implemented
BOD/Committ
ees
performance
evaluation
Other such
matters
BOARDS REPORT:
OTHER MATTERS PRESCRIBED
financial
summary/highlight
s
Companies ceased
to be Subsidiaries,
JVs or associate
companies;
Details of
directors or KMP
Details relating
to Deposits
change in the
nature of
business,
Details of significant
and material orders
passed by the
Regulators or courts
GENERAL MEETINGS
Section 96
(1) Every company other than a One Person Company shall in each year hold in addition to any
other meetings, a general meeting as its annual general meeting and shall specify the meeting as
such in the notices calling it, and not more than fifteen months shall elapse between the date of one
annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine
months from the date of closing of the first financial year of the company and in any other case,
within a period of six months, from the date of closing of the financial year:
Provided further that if a company holds its first annual general meeting as aforesaid, it shall not be
necessary for the company to hold any annual general meeting in the year of its incorporation:
Provided also that the Registrar may, for any special reason, extend the time within which any
annual general meeting, other than the first annual general meeting, shall be held, by a period not
exceeding three months.
(2) Every annual general meeting shall be called during business hours, that is, between 9 a.m. and
6 p.m. on any day that is not a National Holiday and shall be held either at the registered office of
the company or at some other place within the city, town or village in which the registered office of
the company is situated.
REPORT ON AGM
(Sec 121)
1000 members
15 members personally
present
30 members personally
present
Private Company
2 members personally
present
Nature of
interest/
concern
Financial
Interest
Director
and
Manager
Other
Interest
KMP
Relatives
Benefit
Promoter
Profit
Director
and
Manager
KMP
IS CLOSURE OF
REGISTER OF
MEMBERS STILL
REQUIRED IN TODAYS
CONTEXT ?
(3) The requisition made under sub-section (2) shall set out the matters for the
consideration of which the meeting is to be called and shall be signed by the requisitionists
and sent to the registered office of the company.
(4) If the Board does not, within twenty-one days from the date of receipt of a valid
requisition in regard to any matter, proceed to call a meeting for the consideration of that
matter on a day not later than forty-five days from the date of receipt of such requisition, the
meeting may be called and held by the requisitonists themselves within a period of three
months from the date of the requisition.
(5) A meeting under sub-section (4) by the requisitionists shall be called and held in
the same manner in which the meeting is called and held by the Board.
(6) Any reasonable expenses incurred by the requisitionists in calling a meeting under
sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so
paid shall be deducted from any fee or other remuneration under section 197 payable to such
of the directors who were in default in calling the meeting.
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions
passed by postal ballot.
(1) Every company shall cause minutes of the proceedings of every general
meeting of any class of shareholders or creditors, and every resolution passed by postal
ballot and every meeting of its Board of Directors or of every committee of the Board, to be
prepared and signed in such manner as may be prescribed and kept within thirty days of the
conclusion of every such meeting concerned, or passing of resolution by postal ballot in
books kept for that purpose with their pages consecutively numbered.
(2)..(12)
COMMITTEE OF BOARD
NOMINATION AND
RENUMERATION
COMMITTEE SECTION 178
SHAREHOLDERS GRIEVENCE
COMMITTEE SECTION 178
Committee shall
consider and
resolve the
grievances of
security holders of
the company
AUDIT
COMMITTEE.VIGIL
MECHANISM
Whistle
Blower (a
non
mandator
y item as
per Cl 49)
is now
made
mandator
y, in the
name of
Vigil
Mechanis
m
Introduction of NCLT
Introduction of NCLT
SC (Only on the Question of Law)
Particulars
High Court
CLB
BIFR
Other
Seeking exemption for having FY of a company
which ends on a day other than 31 March;
Powers
Appeals
Within the HC
and then to
Supreme Court
(SC)
AAIFR , then
writ petition to
HC
VOLUNTARY WINDING UP
ASSETS > LIABILITIES
If Assets < Liabilities, the Winding Up By Tribunal,
Refer Next Slide
Resolution Passed
Liquidator
Appointed
+5
weeks
30
5
30
43
10
Decision
backed by
Affidavit
+10
days
+1
day
30
6
31
2
Vote: 2/3
Ayes!
Progress
Report
+14
days
30
7
31
6
31
8
WOUND
UP
General Meeting
Report on Winding Up
Vote: 50% + 1 Ayes!
Official
Gazette
Newspaper
Every
Quarter
Fine: Up to Rs.
10,00,000
Time
WINDING UP BY CREDITORS
ASSETS < LIABILITIES
Every
Quarter
Statement of Affairs
submitted
Petition Accepted
30
6
+7
days
+14
days
27
2
Responsibility of
Creditor(s)
Responsibility of
Tribunal
Responsibility of
+7
days
27
5
27
7
+60
days
28
1
28
2
28
8
30
2
WOUND
UP
WINDING UP BY CREDITORS
DEMAND RAISED BY CREDITOR(S)
Every
Quarter
Statement of Affairs
submitted
Petition Accepted
27
1
+7
days
+21
days
27
2
Responsibility of
Creditor(s)
Responsibility of
Tribunal
Responsibility of
+7
days
27
5
27
7
+60
days
28
1
28
2
28
8
30
2
WOUND
UP