WINDING UP

Meaning
• Winding up of a company is the process whereby its life is ended and
its property administered for the benefit of its creditors and
members.
• An administrator is called the liquidator
• Liquidator is appointed and he take control of the company collects
its assets ,pays its debts and finally distributes any surplus among the
members in accordance with their respective rights.
• At the end of the winding up , the company will have no assets or
liabilities and it will therefore be simply a formal step for it to be
dissolved .
Who can make petition
• The Company
• A contributory (holder of fully paid shares)
• Both company and contributors – Joint petition
• The registrar
• Any person authorized by central govt
• In case falling under clause (b) of Section 271 by the Central
Government or State Government
Grounds for compulsory winding up
• Winding up by Special resolution
• Company acting against the interest of sovereignty and integrity of
India , the security of the State , the friendly relations with foreign
states public order and decency or morality.
• Company affairs been conducted in a fraudulent or unlawful manner
etc
• Company making any default in filing with ROC its financial
statements or annual returns for the immediately preceding five
consecutive financial years.
• Just and equitable
Powers of the Tribunal
• Dismiss it with or without cost
• Appoint a provisional liquidator or the company till the making up of
a winding up order
• Make any interim order
• Make order for winding up with or without cost
• Make any other order as deems fit
Procedure for winding up
Cases
• Kaledonia Jute and Fibres (P) Ltd. V. Axis Nirman and Industries Ltd. And others, 3) (2021) 1 Comp Lj 1(SC)