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Harshit Kedawat (Advocate )     15 November 2018

Winding up

What is the procedure for winding up of the Private company as there is a dispute between the directors and as one of the director has resigned what precautions he should take to avoid future liability?


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 3 Replies

Adv Deepak Joshi +917017821512 (Advocate)     15 November 2018

Steps for Voluntary Winding up of a Company

Step 1: Convene a Board Meeting with two Director or by a majority of Directors. Pass a resolution with a declaration by the Directors 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. Also, fix a date, place, time agenda for a General Meeting of the Company after five weeks of this Board Meeting.

 

Step 2: Issue notices in writing calling for the General Meeting of the Company proposing the resolutions, with suitable explanatory statement.

 

Step 3: In the General Meeting, pass the ordinary resolution for winding up of the company by ordinary majority or special resolution by 3/4 majority. The winding up of the company shall commence from the date of passing of this resolution.

 

Step 4: On the same day or the next day of passing of resolution of winding up of the Company, conduct a meeting of the Creditors. If two thirds in value of creditors of the company are of the opinion that it is in the interest of all parties to wind up the company, then the company can be wound up voluntarily. If the company cannot meet all its liabilities on winding up, then the Company must be wound up by a Tribunal.

 

Step 5: Within 10 days of passing of resolution for winding up of company, file a notice with the Registrar for appointment of liquidator.

 

Step 6: Within 14 days of passing of resolution for winding up of company, give a notice of the resolution in the Official Gazette and also advertise in a newspaper with circulation in the district where the registered office is present.

 

Step 7: Within 30 days of General Meeting for winding up of company, file certified copies of the ordinary or special resolution passed in the General Meeting for winding up of the company.

 

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

 

Step 9: Call for final General Meeting of the Company.

 

Step 10: Pass a special resolution for disposal of the books and papers of the company when the affairs of the company are completely wound up and it is about to be dissolved.

 

Step 11: Within two weeks of final General Meeting of the Company, file a copy of the accounts and file and application to the Tribunal for passing an order for dissolution of the company.

 

Step 12: If the Tribunal is satisfied, the Tribunal shall pass an order dissolving the company within 60 days of receiving the application.

 

Step 13: The company liquidator would then file a copy of the order with the Registrar.

 

Step 14: The Registrar, on receiving the copy of the order passed by the Tribunal then publish a notice in the Official Gazette that the company is dissolved.

Kumar Doab (FIN)     16 November 2018

Board resoloution may be required, per procedure.

YOu can benfit from the information posted above.

You may take help of elders of your family, competent and experienced well wishers, seasoned PIP’s, helpgroups, community leaders, NGO’s, experienced colleagues, associations, religious scholars/leaders, trade aasociation leaders,  etc   etc to resolve the matter if any, and/or find a very able LOCAL counsel/CA/CS  specializing in concerned filed of law e.g; Company  matters as in your case, and well versed with LOCAL applicable rules, precedence, latest judgments etc …. and worth his/her salt, can advise you and even help you.

Avoid IT’s and entities loitering at various online portals to allure and fleece unsuspecting/innocent/hapless  querists many of which advertise with pictures of sick and old indivisuals and claim to be some Lawyer ( infact a Liar) and flaunt unknown firms as Law Firms ( Infact Liar’s firms) ….and are good for nothing Mufatkhora’s ( Freemongers) looking for bakra/shikar…

 

Online discussions are not substitute to in person discussions with a very able counsel of unshakable repute and integrity specializing in concerned field of law.

There are such very able counsels at each location.

Check for such counsels at LOCAL e.g;, CLB,Civil courts, HC, SC … Such counsels can draft so as to suit your long term interest.

Kumar Doab (FIN)     16 November 2018

Govt; MCA has also kept information on IT’s website e.g;

Close A Company

1. Do you want to close a Company?

If you wish you may go thru IT.

The best approach is to engage a vwery able LOCAL counsel as already suggested.

You may also post query at LCI Groupwebsite ; CAClubindia


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