(ore) Wey | pri el “A company can be defined as an “artificial person", invisible, intangible, created by or under law, with a discrete legal entity, perpetual succession and a common seal.[citation needed] Itis not affected by the death, insanity or insolvency of an Ce Mel Rt eeFormation Of A Company » Section 15 of the Companies Ordinance 1984 provides that any 7 or more persons associated for any lawful purpose by subscribing there names to a memorandum of association and complying with the requirements in respect of registration may form a public company and any 2 or more persons so associated may form a private limited company | ‘Scanned with CamScannerSteps In The Formation Of A Company » Preparation of memorandum of association » Preparation of article association » Execution of pre-incorporation contracts, if any » Registration of company » Issue of a prospectus or a statement in lieu of prospectus | ‘Scanned with CamScannerRegistration Of The Company » The registration and incorporation of a company is the 4t* stage in the formation of a company » Person wishing to register the company must file with the registrar, joint staff companies the following documents Memorandum of association Article of association List of persons consented to become directors Statutory declaration by these persons or an officer of the company that requirements of the companies ate 1984 as to registration have been complied wit! Written consent of the director to act. This however, does not apply to private company Section30(2),Section 184 ‘Scanned with CamScanner» There after the prescribed fee for the registration has to be paid and the registrar then enters the name of the company on the registers of companies and issue the certificate of incorporation, section 32(1) » The company then comes into existence as a legal person, section 32(2) | ‘Scanned with CamScannerMemorandum Of Association » In case of company limited by share the memorandum must state Name of the company Province in which the registered office of the company is situated Object of the company and terror tries to which they extend Liabilities of companies is limited Amount of share capital with which company proposes to be registered and the division thereof into shares of a fixed amount Association clause and subscription Section 16 ‘Scanned with CamScanner» In the case of the company limited by guarantee the memorandum must state Name of the company with parentheses and words “ (guarantee) limited “ as the last words of its name Province in which the registered office of the company is situated Object of the company and terror tries to which they extend Liability of the members is limited Each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or with in 1 year afterwards, for the payment of the debts and liabilities of the company contracted before he seizes to be a member If the company has a share capital the amount if share capital and division thereof into shares of a fixed amount Association clause and subscription Section 17 ‘Scanned with CamScanner» In the case of unlimited company the memorandum must state The name of the company ° Province in which the registered office of the company is situated ° Object of the company and terror tries to which they extend If the company has a share capital, the association clause and subscription Section 18 ‘Scanned with CamScannerDefinition » Memorandum of association is the document which contains the rules regarding constitution and activities or objects of the company. LE Scanned with CamScannerDefinition » Company is governed by MOA. Its relation towards the members and outsiders are determined by this important document. The company is allowed to function within the framework of MOA. a Scanned with CamScannerForm of Memorandum of Association » Memorandum should be in one of the forms in table B,C,D and E in schedule | of the companies Act. » According to section 15 of the Act, the memorandum must be printed, divided into paragraphs, numbered consecutively and signed by seven subscribers in the case of public companies and two in the case of private mpany. Scanned with CamScannerPurpose of Memorandum of Association » The intending shareholder can find out from the Memorandum the purpose for which his money is going to be used by the company and what risk he is taking in making the investment. » Memorandum enables all those who deal with the company to know what its powers are and what the r range of its activities are. Scanned with CamScannerClauses in the Memorandum of Association » Name clause. » Registered office clause. » Object Clause. » Liability clause. » Capital clause. » Subscription Clause. EE Scanned with CamScannerName clause >The first clause of the Memorandum requires to state the name of the proposed company. A company being a_ legal person must have a name to establish its identity. The name of a corporation is the symbol of its personal existence. The memorandum should state the name of the company with ‘limited’ as the last word of the name in case of public limited company and ith ‘private limited’ in case f private limited company. Scanned with CamScannerRegistered office clause » The memorandum must specify the state in which the registered office of the company is to be situated. Within thirty days of its incorporation, the exact place where the registered office is to be located must be decided and notice of the situation be given to the Registrar who is to record the same. All communication to the company must be addressed to its registered office. Scanned with CamScannerObject Clause » This is the most important clause of memorandum of association. It defines the object of the company and the extent of its powers and the sphere of its activities. The purpose of requiring the company to state its objects is to inform (i) the members in what kind of business their capital may be used and (ii) persons dealing with the company, what its r powers are. Scanned with CamScannerLiability clause » This clause has to state the nature of liability that the members incur. (Limited or unlimited). If the company is to be incorporated with limited liability, the clause must state that the liability of the members shall be limited by shares. The liability clause is omitted from memorandum of association of unlimited ompanies. Scanned with CamScannerSubscription Clause > The memorandum concludes with the subscription clause. The memorandum has to be subscribed by at least seven persons in the case of a public limited company and y at least two in the case of a private limited company. Each subscriber must sign the document and must write opposite to his name the number of shares taken by him. After incorporation, no subscriber can withdraw his name on any ground r whatsoever. Scanned with CamScannerCapital clause » This clause contains the amount of capital with which the company is registered and the number and value of the shares into which it is divided. The capital is determined as nominal, authorized or registered. An unlimited company having a share capital is not required to include the capital clause r in its memorandum. Scanned with CamScannerArticle Of Association » The articles are the rules made by the company for the internal management of its affairs and for carrying out the objects of the company | ‘Scanned with CamScannerDifference Between Memorandum And Articles » Memorandum is the area beyond which the company cannot go whilst the articles of the by laws or regulations for the Government of the share holders and the company Memorandum cannot be altered except to the extent provided for by section 21 of the ordinance whilst the articles can be altered to any extent Articles are subordinate to the memorandum and thus they cannot alter or control the memorandum. However if there is any ambiguity in the terms of the memorandum, both should be read together for the purpose of explaining it Ashbury Rly Carriage Company verses Richie(1878) H.L.653 Shyam Chand versus Calcutta Exchange Association Air 1949 CAL.337 ‘Scanned with CamScannerManagement & Administration » Registered Office - On day of Business or 28 days after incorporation » Publication of Name by Ltd Company - Paint or Affix outside every office » Penalties for Non Publication of Name - Rs 200/- per day » Publication of Authorized as well as Paid Up Capital | Section 142 -145 ‘Scanned with CamScannerMeetings &Proceedings » Statutory Meeting - < 3 months , > 6 months » Annual General Meeting - Within 18 months of incorporation » Extra Ordinary Meeting - Director may call at any time and members representing not less than one tenth of voting power. Be held within 3 months of date of requisition. Section 157 -159 ‘Scanned with CamScannerMEETINGS: DEFINITION: ‘Meetings can be defined as the gathering of two or more persons by previous notice or by mutual agreement for the discussion and transaction of some business. * COMPANY’S MEETINGS: ‘When the members of a company gather at certain time and place to discuss the business and manaaina affairs. . it is called meetings : 1 “ of the company .’ ‘Scanned with CamScannerKINDS OF COMPANY’S MEETING: (1) DIRECTOR’S MEETING (2) SHAREHOLDER’S MEETING (2) SHAREHOLDER’S MEETING (a) STATUTORY MEETING (b) ANNUAL GENERAL MEETING (AGM) (c) EXTRA -ORDINARY GENERAL MEETING (EGM) ‘Scanned with CamScanner(1) DIRECTOR’S MEETING: OBJECTS: To Allot Shares To Invest Company’s Fund To Recommend dividend To keep Reserves out of Profit To make loans To appoint officers or committee. 2 or & NS ‘Scanned with CamScannerMEETINGS OF SHAREHOLDERS: DEFINITION: ‘The meetings which are called to discuss the affairs of company with shareholders are called * Shareholder meetings .’ ‘Scanned with CamScanner(A) STATUTORY MEETIN + Statutory meeting is the First meeting of the company's shareholders. + The object of the statutory is to inform the shareholders about the affairs of the company. + The rules and regulation regarding statutory meeting are available in section 157 of Companies Ordinance 1984. + Every company limited by shares must hold a statutory meeting within a period of not less than three months and not more than six months from the date at which the company is entitled to commence business. + Atleast 21 days before , a notice is issued by the secretary of company to all shareholders and a report is also enclosed with the notice , which is called Statutory Report. + The auditors of company must sign the statutory report . ‘Scanned with CamScannerTIME TO CONDUCT THE MEETING: 1. Company limited by shares and company limited by guarantee and having a share capital , within a period of not less than three months , nor more than six months . Il, It hold a general meeting of the members of the company which is called the ‘statutory meeting .” Ill. This meeting is held only once in lifetime of the company. ‘Scanned with CamScannerSTATUTORY REPORT According to provides the following information : 1. The directors shall at least member of the company . Total number of Total amount of Details of The and of the Se 6. Particulars of any contract regarding ,a statutory report to every ‘Scanned with CamScannerNON - APPLICABILITY: Private company is not required to conduct Statutory Meeting. OBJECTS: 1. The detail about the formation of company 2. To provide exact information regarding the affairs of company. 3. To discuss the statutory report . ‘Scanned with CamScannerSUBMISSIONS OF COPIES STATUTORY REPORT TO_REGISTRAI The director shall cause at least five copies of the statutory report duly certified ,to be delivered to the Registrar for registration after sending the report to the members of the company. ADJOURMENT: The meeting may adjourn from and at any adjourned meeting any resolution of which in accordance with the and an ‘Scanned with CamScannerAGENDA AT MEETING: Members of the company present at the meeting shall be but DEFAULT IN HOLDING STATUTORY MEETING: A company may be if It apetition is presented to the give directions or make such other order as may be ust. ‘Scanned with CamScannerPENALTIES IN CASE OF VIOLATION OF ANY PROVISION: In the event of in such default shall (1) If the default relates to , to a fine and in the case of a sand (2) If the default relates to afine ‘Scanned with CamScanner(B) ANNUAL GENERAL MEETING (AGM): 1) 2) 3) According to section 158 of Companies Ordinance 1984 , acompany must hold its annual general meeting within eighteen months of its incorporation and thereafter once in every calendar year but the interval between two general meetings should not be more than 15 months. A notice of meeting is also sent to share s at least 21 days This meeting is called to discuss the Inthe case of a listed company , , Not being the first such meeting , shall be held by a period not exceeding ‘Scanned with CamScannerWHERE TO CONDUCT MEETING? a) An annual general meeting shall, in the case of a listed company , be held in the town in which the registered office of the company is situated. b) The Commission , for any special reason, may , on the application ‘of such company , allow the company to hold a particular meeting at any other place. ‘Scanned with CamScannerPROVISION REGARDING NOTICE OF ANNUAL GENERAL MEETING: 1. The notice of an annual general meeting shall be sent to the shareholders at least twenty-one days before the date fixed for the meeting . 2. In the case of listed company , such notice in addition to its being dispatched in the normal course , shall also be published at least in ‘one issue each of a daily newspaper in English and Urdu language having circulation in the Province in which the stock exchange on which the company is listed is situated. ‘Scanned with CamScannerCHAIRMAN OF THE GENERAL MEETING: |. The chairman of the general meeting is the board of directors if any shall preside as chairman at every general meeting of the company , but if there is no such chairman , or Il. Ifatany meeting he is not present within fifteen minutes after the time appointed for holding the meeting , or is unwilling to act as chairman , lll, Any one of the directors present may be elected to be chairman IV. If none of the directors is unwilling to act as chairman the members present shall choose one of their number to be the chairman. ‘Scanned with CamScannerPENALTIES IN CASE OF VIOLATION OF ANY PROVISION: If default is made in complying with any provision ,the company and every officer of the company whois knowingly and willfully a party tothe default shall be liable , a) If the default relates to a listed company to a fine not less than fifty thousand rupees and not exceeding 5,00,000/- rupees and to a further fine not exceeding two thousand rupees for every day after the first fine during which the default continues ; b) If the defaults relates to any other company toa fine not exceeding 1,00,000/- rupees and to a further fine not exceeding five hundred rupees for every day after the first during which the default continues. ‘Scanned with CamScanner(C) EXTRA-ORDINARY GENERAL MEETING According to section 159 of company’s Ordinance 1984 , Directors or shareholders in following circumstances can call these meetings 1) Where there is some special business to be transacted. 2) When the matter cannot be defined to be transacted . 3) When any matter cannot be transacted at annual general meeting. ‘Scanned with CamScannerPROVISION REGARDING NOTICE OF ANNUAL GENERAL MEETING: 1) Notice of an extra-ordinary general meeting shall be 2) IN the case of 3) In case of an ‘Scanned with CamScannerPENALTIES IN CASE OF VIOLATION OF ANY PROVISION: Every officer of the company who knowingly or willfully fails to comply with any of the provisions of this section shall be liable : i. Ifthe default relates to a listed company ,to a fine not ‘less than ten thousand rupees and not exceeding twenty thousand rupees and in the case of a continuing default to a further fine which may extend of two thousand rupees for every day after the first during which the default continues ii, If the defaults relates to any other company, to afine which may extend to five thousand rupees and in the case of a continuing default to a further fine which may extend to two hundred rupees for every day after the first during which the default continues. ‘Scanned with CamScannerTransfer of Share > Instrument Of Transfer [sec 108] > Transfer Of Instrument In Prescribed Form > Time Limit For Presentation Of Instrument > Application Of Transfer [sec 110] > Transfer By Legal Representative > Registration Of Transfer > Cancel Old & Issue New Share Certificate ‘Scanned with CamScannerCancellation of old share cote J Old Share Cancelled By Company Law Board With Si ‘Scanned with ‘camScannerRefusal & Restriction On Transfer > Refusal Of Registration Of Transfer Of Share [sec 11] > Appeal Against Refusal [sec 11(5)] > Restriction On Transfer Of Share ‘Scanned with CamScannerWRANSFER OF SHARES y ions of section 108 of the Companies Act are ect according to which a company shall not register a transfer of shares unless a proper instrument of transfer duly stamped and executed by or on behalf Of the transferor has been delivered to the company Elon with the certificates relating to the shares. In the present case, with reference to the shares mentioned in Lists A, B and C, the instruments were not elt stamped, as the stamps thereon were not cancelled as required by the provisions of the Indian Stamp Act which are also mandatory. According to section 12 of the Indian Stamp Act, if the stamp is not cancelled at or about the time of execution of the instrument, the instrument shall be deemed to be unstamped ‘Scanned with CamScannerfrei Boned of, the Seat unless a proper transfer deed in Form 7B as given in the Companies (Central Government's) General Rules and Forms, 1956 duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and cifying the name, address and occupation, if any, of transferee, has been delivered to the company, alongwith the certificate relating to the shares, or if no such certificate is in existence, alongwith the letter of allotment of the shares: ‘Scanned with CamScannerRESTPRIGTIONS - PRIVATE COMPANY Se REE Ren unm noeRerTietia) ‘of one lakh rupees or such higher paid-up capital (CRS Seutel ea bersalaomeetas (am loeSarrcome Tac. | (COPTES Ue tttreoaeya lc rrvetem meio ntel stare ete Cie persons who are in the employment of the company, and ioe PRI eR ted eke naa CEM ETS erent and have continued to be members after the employment ceased; and (c) prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company; *{(d) prohibits any invitation or acceptance of deposits from Seek am CLR eel eee Om nee kZod ‘Scanned with CamScannerRESTRIGIIIONS ON SHARE TRANSFER MO mean epunlce auc us ommee ec Taem ama Articles, shall be ulira-virus the Act. Usually the Articles arya telcos oe TOR uae d Bie Renee lentgt slates grounds: enon (b) where the transferee is person of unsound mind; (ORY SEES ce ee the shares to be transferred; PUTT TRE veh ac Wi Coamey Meare rece cacao) [av-lalscoxolmt unite Cole \coreM coR Ley (Gy era ere cree clcurianters ga Ceateecm tote hee oer the proposed transferee or the transferee would harass the Pacey onsale (§) where the instrument of transfer contains some apparent Ha rraleneis room tu eeitentce Rees etic: mace stoalg ‘Scanned with CamScannerGIION 111 OF THE CA ACT ite Company refuses, on any ground not stated Siojisla sta eopaleclicem ww ataee Keg Association, to register the transfer of any shares, the ansferor or transferee may prefer an appeal to the DS Feevi atlas Cec aticr1 UN epee Ohne ce meal e ii Oma TE accompanied by petition with prescribed fee On examination, if found, CLB direct the company to register the shares and allot bonus/right issue if any within 10 days receipt of the order Default in executing the CLB order penalty imposes on company and every defaulting officer a sum of HeHa KOOL () ‘Scanned with CamScannerlie of Share transfer stamps to be affixed on the transfer deed for transfer of shares is 25 paise for van Rs. 100 or part thereof of the value of shares as per Notification No. SO O(E), dated 28-01-2004 issued by the try of Finance, Department of Revenue, pyar ‘Scanned with CamScannerSecuion 154 of the companies act N Slo nmeEbeB release natty notice by advt in newspapers where registered Office situate to close register of members and debentures for any period or periods aggregate of 45 days but one time 30 days Shorter notice or excess or continuous of the limits, every officer who is default is shall be punishable with fine of Rs.5000 per day for everyday register is closed ‘Scanned with CamScannerlidity of transfer deed isted company, at any time before the Erste miata itt register of members is closed, in accordance with law, for the first time after the date of ie presentation of the prescribed form to the escribed authority under clause (a) of section 108(1A) Of Within twelve months from the date of such resentation, whichever is later. & In any other case, within two months from the date of such presentation ‘Scanned with CamScannerae ee ere instrument of transfer need not be in the prescribed Form 7B but Oe ena SE a ca eee ee Sees darts gt ees eer trata eg ere eee estes cate ee en erg eceticte Cae eee een ee ees ee ec tion in force in the State concemed. The present rate of transfer of shares is 25 Paise for fone hundred rupees of the value of shares or part TT ST ike RU a Og a eee ee OA a died must be witnessed by a person giving his signature, name and address (vii) Attach the rele: ae ea re a Done eS ECT OSES Rea a ee oem UG be deposited with the company within the time limits ‘Scanned with CamScannerIFIGATE OF TRANSFERS CM belie Vette) eel yl eouelee Roma eee ona mec log that the relative share certificate of the shares proposed to be transferred, has been lodged with it, it is called certificate of transfer.' Certification of transfer is essary when there is a part disposal of shares or e are multiple purchasers The company issues only 1 share certificate for the whole lot of shares standing in the name of 1 person. ‘Scanned with CamScannerDEGIDED CASES i H i Printing and Publishing Co. Ltd. v. Vardhaman Publishers Ltd. [1992] 73 Comp Cas 80, the Kerala High Court rendered a similar judgment. That Was a case in which the adhesive stamps on the instruments of transfer of shares had not been ancelled at the time of execution but only at the time Todgement with the company, and the court held the board of directors of the company was justified in rejecting the request of the transferees to have their names entered in the register. Reliance was placed on Mannalal Khetan's case ‘Scanned with CamScannerDebentures > Introduction To Debentures. > Some Common Features Of Debentures : > Credit instrument > Interest Rates > Maturity date ‘Scanned with CamScanner> Voting Rights > Face Value > Priority Of Liquidation ‘Scanned with CamScanneree ~ = —~ Winding up of a companyDEFINITION ¢The existence of a company can be terminated by means of winding up. The process of which the company is dissolved is known as winding up of a company. The winding up of a company is a proceeding in which the co business is closed down sell off it's asset and the creditor are paid. the balance of asset are distributed to the membersee MODES OF WINDING UP eo ee AO NCL | IETS) | WINDING UP | (ata uel tyMODES OF WINDING UP A. COMPULSORY WINDING UP BY COURT: two things must be shown before the court will make a winding order on petition: i the petitioner had the right a pre I. That on the ground set out in the act nt the petition. Section 305 of the companies ordinance that a company may be wound up by the court on the following grounds are there: I. If the company has, by Fees resolution, resolved that the company should be wound up by the court.MODES OF WINDING UP 2. if the company is unable to pays its debts. 3. the company does not commence its business within a year from its incorporation, or suspends its business for a whole Servis 4.When the period fixed for duration of the co by memorandum or articles expires OR the event if any occur on the occurrence of which the memorandum or articles provide that the co is to be dissolved.MODES OF WINDING UP 5.The court is of opinion that it is just and equitable that the co should be wound up 6.The company has being used for unlawful purposes or any purpose prejudicial to in compatible with peace, welfare, security, public order, good order morality. 7.The company is used or act against the security of the nation. Fm MD Cem eLey tier Ten Mee Cm (OM IED Mom mato tile eMODES OF WINDING UP Company are not confined to the grounds specified in section 305 of the companies ordinances. An order of winding up can be made on any one of the following grounds also. I. Where the substance of accompany has failed. II. Where the company has been formed to carry out a fraud or to carry on an illegal business. Ill. If the company is a bubble i.e if it never had any business or BANCee es —~ PETITION AND APPLICATION FOR WINDING UP * Who may petition for winding up: Sec 309 provides the following persons may petition for winding up ye mee electing SDs UiTeeey aie TaNm lio re-Taeeey piece tm Cons RCO nam MIU Tiere ene) e acompany shall be by petition APPLICATION BY THE COMPANY: + Allows the company to apply to have itself compulsory wound up. the general meeting is the appropriate organ to determine that the company be wound upee APPLICATION FOR WINDING UP ¢ Application by a company for its compulsory wounding up. As voluntary winding up is quite rare.it is member wish to liquidate their company. They will do and does not involve a court hearing and its so cheaper. 2) Any creditor including a contingent or prospective creditor an application to the court for winding up of a company shall be presented by a contingent or prospective creditor.ee CREDITOR APPLICATION APPLICATION BY THE CREDITOR: * Usually the vast majority of application for compulsory winding up are presented by the creditor on the ground contained. for example the co is unable to pay debts. * Permits a creditor a contingent or a perspective creditor to apply for compulsory winding up even though their debts are not immediately due and payable at the date of application.CONTINGENT AND PROSPECTIVE . CREDITORS WHAT IS CONTINGENT CREDITOR: A contingent is a person to whom a debts is awed, payment of which is only due on the occurrence of some future event. WHAT IS PROSPECTIVE CREDITOR: A prospective creditor is a creditor to whom a debts is due but no immediately payable.APPLICATION BY THE CONTRIBUTORIES: 3) Acontributory or any person who is personnel representatives of a deceased contributory or the trustee in bankruptcy. APPLICATION BY THE CONTRIBUTORIES: Defines a contributory includes. i. A person liable as a member or past member to contributor to assets of the company in the event of winding up and ii. A holder of a fully paid share in the company.EFFECTS OF WINDING UP CONSEQUENSES OF WINDING UP ORDER: The effect of order are: [Pee AoW ate mea (kee me ovine t erie denen ge) Miomitrconecncikomntntan sKcot atin CMO kee Par NaHS MUM CO oNNMUCe RCA TIMOR ocr retoCe CeO RCN winding up petition is void unless otherwise ordered by the court 3. On winding up order provisional manager ceases to hold office unless the court directs otherwise. Monee we Lirere Co he courtee VOLUNTARY WINDING UP VOLUNTARY WINDING UP OF A COMPANY: Voluntary winding up means windingup of acompany without interference of the court. RESOLUTIONS FOR WINDING OF A COMPANY: The resolution may be of two types: cieeO)PaF EL TayerOveLLiGleel BN Ooo ere gee) mre tch atee ORDINARY AND SPECIAL RESOLUTION 1. ORDINARY RESOLUTION: it is passed when the AOA provides that the co is wound up when the specified period elapsed. 2. SPECIAL RESOLUTION: it requires no ground for winding up and is used in any other case such as a solvent liquidator.TYPES OF VOLUNTARY WINDING UP ¢ TYPES OF VOLUNTARY WINDING UP: +A voluntary winding-up may be: (a) a members’ voluntary winding-up (b) a creditors’ voluntary winding-upMEMBER VOLUNTARY WINDING UP 1. MEMBER VOLUNTARY WINDING UP: Members voluntary winding up takes place only when the company SSO hotles «In case of members voluntarily winding up, Board of Directors have to make a declaration to the effect, that company has no eats + Directors of the company shall call a board of directors meeting and makes a declaration of winding up accompanied by affidavit, stated that:CREDITOR VOLUNTARY WINDING UP “The company has no debts to pay, OR “*The company will repay its debts , if any within 3yea: the commencement of winding up as specified in declarati 2) CREDITORS VOLUNTARY WINDING UP: QWhere the resolution for winding up has been passed, but the directors are not in a position to give declaration on the liability of company, they may call meeting of the creditors, for the purpose of winding up.eC se —~ CONTINUED....... >It is the duty of board of directors to present full statement of a company affairs and list of the creditors along with their dues before the meeting of the creditors. > Whatever the resolution passes by the company in meeting shall be given to the registrar within ten days of its passing. Once the company is fully wound up its assets and properties are sold or distributed shall be pay off to the creditors in equal proportion and therefore any property or money are left may be distributed among the members according to their rights and ato Ron me LamtaCemeey iy or- Tanslas R (eile tad (ene) Le rag Sitti atte) Meret a 1. There is no committee 1. May appoint a committee 2. There is no meeting of creditors 2. Meeting of contributor and there will be 3. Liquidator appointed by the company in corresponding meeting of the creditors the general meeting also 4. Power can be exercised by the liquidator |3. Both the member ad creditor nominate with the sanction of special resolution the liquidator. passed at the general meeting 4. Power can exercised with the sanction of PP earl ok MUR RU hoe the tribunals or committee of inspection or meeting of creditors. 5. Controlled by the creditoree RELEVANT SECTIONS * Sec 297: Modes of winding up *Sec 305: Winding up of a company by court 306: Company unable to pay debts i) * Sec309: Application for winding up + Sec310; Company wound up voluntary or subject to supervision of courts *Sec 311: commencement of winding up by court *Sec 318: Effect of winding up order