Winding up company means putting an end to the life of the company • It is a proceeding by means of which a company is dissolved and in the course of such a dissolution its assets are collected, its debts are paid off out of assets of the company or from contribution by its members, if necessary.
Company does not dissolve immediately on the commencement of winding up • The winding up is the prior stage and dissolution is the next. • On dissolution the existence of company comes to an end and its name is struck off by the registrar from the register of the companies
MODES OF WINDING UP Winding up Compulsory winding up by the Tribunal Voluntary winding up initiate by resolution of company in general meeting Members voluntary winding up Creditors voluntary winding up
Grounds for Compulsory winding up by Tribunal • Special resolution • Default in filing statutory report or holding statutory meeting • Failure to commence business within time • Reduction of membership • Inability to pay debts • Just and Equitable • Default in filing P/L account and B/S • Acted against sovereignty and Integrity of India • Sick Industrial Company
Members Voluntary winding up • Appointment of Liquidator • Board’s power to cease • Power to fill vacancy in the office of liquidator • Notice of appointment of liquidator to registrar • Duty to call creditors meeting • General meeting at end of each year • Final meeting and dissolution
Creditors voluntary winding up • Meeting of creditors • Notice to registrar • Appointment of Liquidator • Committee of Inspection • Liquidators remuneration • Power of board to cease • meeting at end of each year • Final meeting and dissolution