Upload
devlin
View
54
Download
0
Tags:
Embed Size (px)
DESCRIPTION
Module – IX Company Meetings & Company Secretary. Course Leader: Dr. K. Srinivasan Department of Management Studies Christ University, Bangalore. Winding Up. - PowerPoint PPT Presentation
Citation preview
Module – IX Company Meetings &
Company Secretary
Course Leader:
Dr. K. Srinivasan Department of Management Studies Christ University, Bangalore.
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 rightsProfessor. Gower
Modes of Winding Up
Winding up by the Court (Compulsory Winding Up)
Voluntary Winding Up
a) Member’s Voluntary Winding Up
b) Creditor’s Voluntary Winding Up
Winding Up subject to the supervision of the Court.
Winding Up by the Court Special Resolution of the Company Default in holding statutory meeting Failure to commence business Reduction in Membership Inability to pay its debts
Demand for payment neglectedDecreed debt unsatisfiedCommercial Insolvency
Just and EquitableSubstratum of the Company is goneMajority of the shareholders using the powers
unfairlyDeadlock in the management to achieve the
objectives
Petition for Winding UpBy the CompanyBy the Creditors
Debentures HoldersCentral or state Government whom any tax charge is due.Person who has monetary claim against the company
By any Contributory or ContributorsMembership is reduced below the statutory minimumOriginal Allottee of sharesHeld the company shares for at least 6 months during the 18 months immediately before the commencement of winding up.Shares have transferred through the death of a former holder.
By the RegistrarBy any person authorized by the Central Government
Content of the PetitionName of the Company with the date of its IncorporationAddress of the Registered OfficeAmount of Paid – Up CapitalStatement of facts to justify a winding Up order.Request to the Court to issue an order of winding upStatement in the form of an affidavit that the facts stated in the petition are correct and true.
Commencement of Winding Up
Advertisement of Petition
Power of Court to stay or restrain proceedings against company
Intimation to Liquidator or Registrar
Copy of Winding up order to be filled with the Registrar
Procedures for Winding Up
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 LiquidatorProceedings in Winding UpReportCustody of Company’s PropertyControl of PowersMeetings of Creditors and ContributorsDirections from the CourtProper BooksAudit of AccountsAppointment of Committee of InspectionPending Liquidation
Powers of Official Liquidator
1. To defend any suit, civil or criminal proceedings in the name and on behalf of the company.
2. To carry on the business of the company so far as may be necessary for the beneficial winding up of the company.
3. To sell movable or immovable property of the company – wholly or in parcels either privately or through public action.
4. To raise money on the security of the assets of the company.
5. To do all things as may be necessary for the winding up of the affairs of the company and distributing its assets.
Execute all deeds, Receipts and other documents in the name and on behalf of the company under company’s 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.
Other Powers….
General Powers of the Court
Stay of Winding Up of the CompanySettlement of list of contributoriesDelivery of PropertySummoning of Persons suspected of having property of the companyExclusion of CreditorsOrder as to CostsArrest of Absconding ContributoryMeetings of Creditors or contributories
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 ResolutionBy Passing an Special Resolution
Provisions Applicable for MVWU
Appointment of LiquidatorsBoard’s powers to cease on appointment of a liquidatorPowers to fill vacancy in office of liquidatorNotice of appointment of liquidator to be given to Registrar Power of Liquidator to accept shares etc.Duty of liquidator to call creditors meeting in case of insolvencyDuty to call General Meeting at the end of the yearFinal Meeting and Dissolution – Penalty Rs. 1,000
Provisions as to Annual & Final Meeting in case of Insolvency.
Duties of Secretary in MVWU
Arrange the Board Meeting, within 5 weeks immediately preceding the date of passing the resolution for MVWU.Arranging & Preparing P&L Account, B/S & Audited Report and ending with the latest practicable date before the date of declarationPrepare declaration of Solvency, get it verified by affidavit before the Magistrate & file with the Registrar with all reports.Prepare & Issue of notice of the meeting to members & to check special resolution passed, appointment & remuneration fixed in the meeting.Check the Official Gazette and newspapers within 14 days after passing 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 upCheck all the Books, Documents, Movables & Immovable properties of the company are delivered to the liquidator, for public examination and give evidence as required.
Creditors Voluntarily Winding Up (CVWU)
Meeting of Creditors – 2 NewspapersResolution Notice given to Registrar – 10 Days & Rs. 500Appointment of LiquidatorCommittee Appointment Inspection – Not more than 5 PersonsLiquidator RemunerationBoard’s Powers to cease an appointment of LiquidatorPowers to fill vacancy in office of liquidatorDuty of Liquidator to call meeting of company & Creditors at the end of each yearFinal Meeting & Dissolution
WU- Subject to Supervision of Court
WU of a company subject to the supervision of the court presupposes a voluntary winding up of the CompanyAt any time after a company passed a winding up, the Court may make an order that voluntary winding up shall continue, but subject to the supervision of the Court.The court may give such liberty to creditors, contributors or others to apply to as it thinks.Petition for the continuance of a voluntary winding up subject to the supervision of the Court is deemed to be a petition for winding up by the Court.
Consequences of Winding Up
Consequence as to shareholders
Consequence as to Creditors
Consequence as to Servants & Officers
Consequence as to Proceedings against the Company
Consequence as to Costs