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Winding Up A Company: Presented By:-Sushil Kant Ashutosh Dubey
Winding Up A Company: Presented By:-Sushil Kant Ashutosh Dubey
Presented By:-
SUSHIL KANT
ASHUTOSH DUBEY
Winding up of Company
Section 425 of the Companies Act, 1956, deals with the winding up of companies.
Winding up of company is a legal procedure to dissolve the company and put an
end to its life.
The term winding up is defined as, ‘the process by which the life of a company is
ended and its property is administered for the benefit of its members and
creditors.’
• During the process of winding up, the assets of the company are sold and all
the debts of the company are paid off.
• If any surplus is left, the liquidator would distribute it among the owners of the
company in accordance to their rights.
• In case the assets are insufficient, the owners may have to compensate if the
agreement so specifies.
• Winding up application can be filed against the company on the grounds of
unlawful activities, or inability to pay the debts, or reports are not filed as
provided or not followed memorandum and articles etc.
• After the entire affair is completed, the company is dissolved and its name is
removed from the register of companies. The company’s legal personality comes
to an end and it ceases to exist.
• If the company itself, has passed a special resolution in the general meeting to
wound up its affairs. Special resolution means, resolution passed by three-
fourth (3/4") of the members present.
• If the company is unable to pay its debits; where the financial position of
the company is, such, that it has more liabilities than assets, and after
disposing off the assets, it is still unable to extinguish it's liabilities, it
means that company is unable to pay it's debts.
• If the court, itself is of the opinion that the company should be wound up.
Who May File Petition
• Petition by Company
• Petition by Creditors
• Contributory Petition
• Registrar’s Petition
• Petition by any Person Authorized by the Central Government
2. Voluntary Winding Up
.
b. Creditors’ Voluntary Winding Up (Sections 500-509) :
In creditors’ voluntary winding up, it is the creditors who move the resolution
for voluntary winding up of a company, and there is no solvency declaration
made by the directors of the company. In other words, when a company is
insolvent, that is, it is not able to pay its debts, it is the creditors’ voluntary
winding up
• The court also may exercise powers to enforce calls made by the liquidators, and
such other powers, as if an order has been made for winding up the company
altogether by court. (Sec.526)
.
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