It is the proceeding by which a company is dissolved. In the course of such dissolution, the assets of the company are disposed of, the debts are paid-off out of the realised assets and the surplus if any. A company may be winding up in any one of the three ways, 1. *Compulsory Winding-up by the Court; or 2. Voluntary Winding-up. This may be: i) Members voluntary winding-up, or ii) Creditors voluntary winding-up. 3. Winding-up subject to the supervision of the Court. METHODS OF WINDING-UP
3. Winding-up 1. Compulsory 2. Voluntary Subject To Winding-up Winding-up The Supervision By The Court Of The Court
Members Voluntary Creditors Voluntary
Winding-up Winding-up 1. COMPULSORY WINDING-UP BY THE COURT
Compulsory winding-up or by the
Court, is the winding-up of a company by the legal orders of the Court or which is compulsory. 1. *Compulsory Winding-up By The Court [Section 433] 1. Special Resolution 2. Default in Filling Statutory Report or Holding Statutory Meeting 3. Failure To Commence Business Within Time 4. Reduction Of Membership In the case of a public company, below 7 In the case or a private company, below 2 5. Inability To Pay Debts 6. Default In Filling P/L Account and B/S 7. Acted Against The Sovereignty & Integrity of India 8. Sick Industrial Company 9. Just & Equitable * Loss of objective * Deadlock management 2. VOLUNTARY WINDING-UP Voluntary Winding-up means winding-up by the members or creditors of the company themselves without the intervention of the Court. Section 484 of the Companies Act 1956, provides that a company can be wound up voluntarily under the following circumstances:- 1. Ordinary Resolution: The members passed in a general meeting in the following cases: A. Where the duration of the company was fixed by Articles of Association and the period has expired; and B. Where the Articles of Association provided for winding-up on the occurrence of any event and that event has occurred. 2. Special Resolution: Within 14 days of passing the resolution for voluntary winding- up, it must be notified to the public by an advertisement in the Official Gazette and in local newspapers. 2. Voluntary Winding-up Section [482-521] TYPES OF VOLUNTARY WINDING-UP Voluntary Winding-up
Members Voluntary Creditors Voluntary
Winding-up Winding-up
1. Members Voluntary Winding-up:
Winding-up A winding-up in the case of which a declaration has been made by the BOARD and filled with the Registrar is referred to as member voluntary winding-up. 2. Creditors Voluntary Winding-up: Winding-up If the declaration of the solvency has not been made by the Board Of Directors, the winding-up is referred to as creditors voluntary winding-up. 3. WINDING-UP UNDER THE SUPERVISION OF THE COURT At any time after a company has passed a special resolution for voluntary winding-up, the Court may make an order that the voluntary winding-up shall continue, but subject to the Court supervision, and on the terms and conditions specified by the Court. Such an order is passed by the Court where (i) the resolution for winding up was obtained by fraud, or (ii) the rules relating to the winding up order have not been observed, or (iii) the liquidator is prejudicial or is negligent in collecting the assets.
The Court is also empowered under the section 527 to
make an order for compulsory winding up superseding the order of winding up under its supervision. THANK YOU