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winding up of company

Ritu Chauhan (68 Points)

30 March 2019

how can we wind up a private limited under companies act 2013???

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Radhey Shyam Jha (Student) (1616 Points)
Replied 30 March 2019

Procedure For Voluntary Winding Up

1. Conduct a Board meeting with 2 directors and thereby pass a resolution with a declaration given by directors that they are of the opinion that company has no debt or it will be able to pay its debt after utilizing all the proceeds from the sale of its assets.

2. Issues notices in writing for calling a general meeting proposing the resolution along with the explanatory statement.

3. In General Meeting, pass the ordinary resolution for winding up by ordinary majority or special resolution by 3/4th majority. The winding up shall start from the date of passing the resolution.

4. Conduct a meeting of creditors after passing the resolution, if majority creditors are of the view that winding up is beneficial for all the parties.

5. Within 10days of passing the resolution, file a notice with registrar for appointment of liquidator.

6. Within 14days of passing such resolution, give a notice of the resolution in the official gazette and also advertise in the newspaper.

7. Within 30days of general meeting, file certified copies of ordinary or special resolution passed in general meeting.

8. Wind up the affairs of the company and prepare the liquidators account and get the same audited.

9. Conduct a General Meeting of the company.

10. In that meeting, pass a special resolution for disposal of books and all necessary documents of the company, when the affairs of the company are totally wound up and it is about to dissolve.

11. Within 15days of final general meeting of the company, submit a copy of accounts and file an application to the tribunal for passing an order for discussion.

12. If the tribunal is of the opinion that the accounts are in order and all the necessary compliances have been fulfilled, the tribunal shall pass an order for dissolving the company within 60 days of receiving such application.

13. The appointed liquidator would then file a copy of order with the registrar.

14. Once the order passed by the tribunal is received, the registrar will then publish a notice in the Official Gazette declaring that the company is dissolved.

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Priya Kashyap (Student) (7053 Points)
Replied 31 March 2019

Voluntary Winding Up Of a Company

When Shareholders Can Wind Up A Company
To begin the procedure for winding up a company, the shareholders must:
a) Pass a special resolution in a board meeting
b) In a general meeting, pass a resolution requiring that a company be wound up on account of expiry of a duration specified in the articles of association (AoA) or the meeting of a condition specified in the AoA requiring it to be wound up.

Procedure for Winding Up
1. The majority of directors (or both, in case there are two directors) should convene a board meeting at which the directors should declare that the company has no debts or that its debts can be repaid from the proceeds of the winding up of the company. Finally, a date, time and agenda should be fixed for a general board meeting five weeks from the board meeting and issue notices for this meeting, giving suitable explanation.

2. On the day of the general board meeting, pass an ordinary resolution with ordinary majority or special resolution with 3/4th majority. Immediately, the directors must meeting with the creditors of the company. If 2/3rds, in value terms, of creditors agree to the winding up of the firm, it may be wound up voluntarily. If not, a Tribunal will have to wind up the company.

3. Within 10 days of passing the resolution, the Registrar of Companies will need to be informed, to appoint a liquidator. The powers of the directors would devolve upon this person and he would be primarily responsible for accumulating all the assets of the company and paying off its debts. The surplus would then be distributed among the members.

4. 14 days from the passing of the resolution, notice of the resolution would need to be given in the Official Gazette and an advertisement in the district where the registered office is present.

5. Within 30 days from the passing of the resolution, a statement of accounts has to be prepared, stating that there are no assets and liabilities except share capital and profit and loss debit balance. An affidavit and indemnity needs to be executed by all directors. If there is any unsecured loan, a waiver letter should be submitted.

6. Call for the General Board Meeting, at which a special resolution will be passed for disposal of accounts.

7. Within two weeks, file the accounts and special resolution with the Registrar. If the Registrar is satisfied, it will pass an order stating that the company be wound up within 60 days.