Annual Compliances According to the two situations above, if the company fails to commence business, it is better that it winds up. Such companies cannot be wound-up voluntarily. A supervision order is usually made for the protection of the creditors and contributories of the company. Consequences as to creditors 1 Where the company is solvent Section 528 : Where a company is being wound up all debts payable on a contingency and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company. In this case, the objects clause of the German Date Coffee Co. Compulsory winding up by the court.
Winding up subject to supervision of Court. Delivery of property section 468 : The Court may at any time after making a winding up order, direct delivery to the liquidator of any money, property or books and papers in the custody or control of any contributory, trustee, receiver, banker, agent, officer or other employee of the company to which the company is prima facie entitled. Held, the bank was entitled to preferential payment in respect of the overdrafts. Directions by the Court: The Court may on passing any such order give necessary directions for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. The statement shall be submitted and verified by one or more of the persons who are at the relevant date directors and by the person who is at that date the manager, secretary or other chief officer of the company. When the statement is filed in Court, a copy shall simultaneously be filed with the Registrar and shall be kept by him along with the other records of the company. Advertisement of resolution Section 485 : Within 14 days of the passing of the resolution for voluntary winding up of the company, the company shall give notice of the resolution by advertisement in the Official Gazette, and also in some newspaper circulating in the district of the registered office of the company.
Section 560 deals with defunct companies. If there is no director, manager or officer of the company whose name and address are known to the Registrar, the notice may be sent to each of the persons who subscribed the Memorandum, addressed to him at the address mentioned in the Memorandum. Pass a that they have made an enquiry into the affairs of the Company and that, having done so, they have formed the opinion that the company has no debts or that it will be able to pay its debts in full from the proceeds of the assets sold in voluntary winding up of the company. It depends upon the facts of each case. He shall carry out his duties most honestly and faithfully. However, the creditors may, if they think fit resolve that all or any of the persons appointed by the company ought not to be members of the committee of inspection.
Such statutory charge is to the extent of workmen's portion in relation to the security held by the secured creditor of the debtor company. The adjudication of workmen's dues against the debtor company in liquidation has to be made by the liquidator. This work is done by the liquidator. Grounds for dissolution : The Court shall make an order for the dissolution of a company — 1 when the affairs of the company have been completely wound up, or 2 when the Court is of opinion that the liquidator cannot proceed with the winding up for want of funds and assets, or 3 for any other reason. List B shall include the past members of the company. Powers of Court on hearing petition section 443 : On hearing a winding up petition the Court may - a dismiss it, with or without costs; or b adjourn the hearing conditionally or unconditionally; or c make any interim order that it thinks fit; or d make an order for winding up the company with or without costs or any other order as it thinks fit. List A contributory shall be limited— 1 in the case of a company limited by shares, to the amount remaining unpaid on the shares; and 2 in the case of a company limited by guarantee, to the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up.
This implies commercial insolvency of the company as is disclosed by its balance sheet. If the contributories do not accept the decision of the creditors, the liquidator shall apply to the Court for directions as to what shall be the composition of the committee and who shall be its members. Windings up with the intervention of the court are ordered where the voluntary winding up has already commenced. As per Section 272 of the Companies Act, 2013, within the meaning of creditor comes a secured creditor, holder of debentures, trustee for holder of debentures. The winding-up of a company may be either voluntary or compulsory. Voluntary winding up without the intervention of the court.
The Court can limit or modify the exercise of any of the powers of the liquidator enumerated under 2 above. The following are the instances where the courts have exercised their discretion under this clause: i Where there is a deadlock in the management. Provisional liquidator section 450 : At any time after the presentation of a winding up petition and before the making of a winding up order, the Court may appoint the Official Liquidator to be the liquidator provisionally. Sub Section 2 of Section 529A further provides that 'the debts payable to the workmen and secured creditors of the Company shall be paid in full, unless the assets are insufficient to meet them, in which case they shall abate the equal proportions'. The application shall be made to the Court within 7 days after the date on which the nomination was made by the creditors. The objective behind the winding up of a company is to realise the assets, pay off the liabilities and distribute the surplus as expeditiously as possible.
The remuneration shall not be increased in any circumstances. The liquidator shall then within 2 months from the date of such direction convene a meeting of the creditors of the company for the purpose of determining the membership of the committee. It may exclude creditors not proving within the time from the benefit of any distribution made before those debts and claims are proved. When the winding up is complete, the relevant documents are filed before the court for obtaining the order of dissolution. Publication in the Official Gazette to strike off name: If the Registrar either receives an answer that the company is not carrying on business or does not receive any answer within one month of the sending of the registered letter, he may publish in the Official Gazette and send to the company by registered post, a notice that at the expiration of 3 months from the date of that notice, the name of the company will be struck off the Register and the company will be dissolved.
For any help in these matters, please visit. It is the permanent closure of the business. Thus is a legal procedure in which all the affairs of the company are wound up. In case of solvent company, all claims of its creditors when proved are fully met. Where a servant of the company is on a contract of service for a fixed term and that term has not expired on the date of the order of the winding up of the company, the order operates as a wrongful discharge and damages are allowed for breach of contract of service and the servant is free from his agreement not to compete with the company.
These are: a Compulsory winding up by the court. Winding-Up of Unregistered Companies : According to Sec. Any remuneration so fixed shall not be increased in any circumstances, The liquidator shall not take charge of his office before his remuneration is fixed as aforesaid. Order as to costs section 476 : in case of deficiency of assets to satisfy the liabilities, the Court may give priority to the payment, out of the assets, of costs, charges and expenses of the winding up proceedings. .
Official Liquidator to be Liquidator section 449 : On a winding up order being made in respect of a company, the official Liquidator shall, by virtue of his office, become the liquidator of the company. An official designated as liquidator will take over the administration of the Company. The company was ordered to be wound up on just and equitable grounds as the company was held to lost its substratum and it was impossible to carry out the objects for which it was formed. Gower, winding up of a company is a process whereby its life is ended and its property administered for the benefit of its creditors and members. The Section 270 of the Indian Companies Act of 2013, contains provisions regarding the winding up of a company, either by the Tribunal or Voluntarily.