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BOARD MEETING. Convene a Board Meeting as per Sec 286. With in 5 weeks immediately preceding the date of resolution for winding up. Make sure that the company can pay its debts in full within a period of 3 years if put into liquidation.

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Board meeting

  • Convene a Board Meeting as per Sec 286.

  • With in 5 weeks immediately preceding the date of resolution for winding up.

  • Make sure that the company can pay its debts in full within a period of 3 years if put into liquidation.

  • Make a declaration to this effect in Form No. 149 duly verified by an affidavit before a Judicial Magistrate.

  • Declaration accompanied by:-

    1. Latest Audited Balance Sheet and P & L Account before the date of Declaration.

    2. A Statement of the company’s assets and Liabilities as at that date.

    3. A copy of the report of Auditors of the company on the above 2 documents.

Approve in the said board meeting

  • Draft of the Resolution for putting the Company into Voluntary Winding Up

  • Appointing of Liquidator(s) and fixing remuneration.

  • Fix the date, time, place and agenda of the General Meeting.

Note that

  • Any director making a declaration without having reasonable ground for the opinion that the company will be able to pay its debts in full within the period specified in the declaration will be punishable:-

    1. Imprisonment upto 6 months.

    2. Fine of Rs. 50000/-, or

    3. With Both.

  • If the winding up takes place as per the period or event prescribed in the AOA, then the Resolution will be ordinary, otherwise a special Resolution.

  • A Body Corporate is not appointed as a Liquidator.

General meeting

  • Issue Notice of General Meeting by giving not less than 21 days notice in writing with Explanatory Statement.

  • Hold the General Meeting and pass the Ordinary Resolution/Special Resolution.

  • Winding-Up commences from the time of passing the Resolution.

After general meeting 1

  • Publish Notice of the resolution in news paper with in 14 days of passing the resolution.

  • The Liquidator has to file notice of his appointment to ROC and publish the same in Official Gazette in Form No. 151 with in 30 days.

  • Liquidator has to give notice of his appointment to the Income Tax Officer of the Company within 30 days of his appointment.

  • Complete the winding-Up by realising all assets and paying off all Liabilities and returning share capital and surplus, if any.

  • As soon as the affairs of the Company are fully wound-up, prapare the liquidator’s account of the of the winding up in Form No. 156 and get the same audited.

Final general meeting by liquidator

  • By giving notice in Form No. 155.

  • By advertisement in newspaper before 1 month of the meeting.

  • Place the accounts and give an explanation thereof.

  • Pass the Special resolution for disposal of the books and papers of the Company and it is about to dissolved.

  • Within a week of the final meeting file the copy of the account with the ROC and Official Liquidator.

  • The ROC on receiving the accounts and return shall forthwith register them.

  • The OL on receiving the account and return as soon as shall make scrutiny of books and papers of Company.

  • The OL shall make to the HC that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to the public interest, then, from the date of the submission of the report the Company shall be deemed to be dissolved.

Filing documents forms

  • Deliver the declaration to the ROC before the General Meeting.

  • While the declaration is filed electronically with ROC in Form No. 62 file Form no. 149 as an attachment to the E form-62.

  • Duly Filled and signed Form No. 149 on stamp paper is also sent to the ROC simultaneously with Form No. 62 and Form No. 149, as attachment.

  • File notice of appointment of Liquidator in Form No. 152 with the ROC within 10 Days of passing the resolution after paying the Requisite fee.

  • Submit statement on Company’s affairs to Liquidator in Form No.57 in duplicate, duly verified by affidavit in Form No. 58-Within 21 days from the Commencement of winding-up.

  • File Form No. 23(Ordinary/Special Resolution with Explanatory Statement with in 30 days.

  • On Appointment of liquidator fileF-62 for notice of appointment with Form No. 152 as an attachment with ROC.

  • File F-62 to ROC as attachment of Return in Form 157$ of liquidator’s audited accounts with in 1 week of Final Meeting.