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Module - IX: Company Meetings & Company Secretary
Module - IX: Company Meetings & Company Secretary
Module - IX: Company Meetings & Company Secretary
Course Leader:
Winding Up
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, called liquidator, is appointed and he takes control of the company, collects its assets, pays its debts and finally distributes any surplus among the members in accordance with their rights Professor. Gower
Modes of Winding Up
Winding up by the Court (Compulsory Winding Up) Voluntary Winding Up
a)
b)
company
Intimation to Liquidator or Registrar
Copy of Winding up order to be filled with the
Registrar
Consequences of Winding Up
Order for winding up deemed to be notice of discharge Suits Stayed Powers of the Court Effect of Winding Up Official Liquidator to be liquidator
Liquidator
Liquidator is a person who helps the court to complete the liquidation proceedings. An official liquidator may be appointed from a panel of professional firms of CA, Advocates, Company Secretaries etc., which the Central Government shall constitute for the court; or may be a body corporate consisting of such professionals as may be approved by the central government from time to time; or may be a whole time or part time officer appointed by the central government.
Duties of Liquidator
Proceedings in Winding Up Report Custody of Companys Property Control of Powers Meetings of Creditors and Contributors Directions from the Court Proper Books Audit of Accounts Appointment of Committee of Inspection Pending Liquidation
and on behalf of the company. To carry on the business of the company so far as may be necessary for the beneficial winding up of the company. To sell movable or immovable property of the company wholly or in parcels either privately or through public action. To raise money on the security of the assets of the company. To do all things as may be necessary for the winding up of the affairs of the company and distributing its assets.
Other Powers.
Execute all deeds, Receipts and other documents in the
name and on behalf of the company under companys seal. Prove, rank and claim the insolvency of a contributory. Draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company. Appoint an agent to do any business which the liquidator is unable to do himself, etc. Appoint Security guards, Valuer, CA etc. Publish an advertisement inviting bids for sale of the assets of the company etc.
Voluntarily Winding Up
Voluntarily winding up means winding up by the members or creditors of a company without interferences by the Court. The main objectives of this winding up is to settle their affairs without going to the Court of Law. The company may wound up voluntarily on two ways; By Passing an Ordinary Resolution By Passing an Special Resolution
Continued..
Notice of appointment of liquidator is filed with registrar with 10 days of passing resolution. Check the special resolution for winding up is filed with the Registrar within 30 days of the meeting. Check every invoice, order and business letter issued by the company during the period contains a statement that company is being wound up Check all the Books, Documents, Movables & Immovable properties of the company are delivered to the liquidator, for public examination and give evidence as required.
Consequences of Winding Up
Consequence as to shareholders
Consequence as to Creditors Consequence as to Servants & Officers