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Liquidation of Company PDF

The document discusses the liquidation of a company under Indian law. It provides definitions and explanations of voluntary and compulsory liquidation, as well as the legal order of payment and circumstances that allow for compulsory liquidation by a tribunal. Key points covered include that liquidation means dissolving a company and using its assets to pay debts, with any remaining balance distributed to shareholders; and the various parties such as creditors, preferential shareholders, and equity shareholders that are paid in a specified legal order.

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Mehul Sesodiya
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140 views10 pages

Liquidation of Company PDF

The document discusses the liquidation of a company under Indian law. It provides definitions and explanations of voluntary and compulsory liquidation, as well as the legal order of payment and circumstances that allow for compulsory liquidation by a tribunal. Key points covered include that liquidation means dissolving a company and using its assets to pay debts, with any remaining balance distributed to shareholders; and the various parties such as creditors, preferential shareholders, and equity shareholders that are paid in a specified legal order.

Uploaded by

Mehul Sesodiya
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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8286987552

7045760704
8928059123
LIQUIDATION OF COMPANY

MEANING :-
As per sec.2(94A) of companies Act ,2013,
“ Winding up means to dissolve a company
and realise and use its assets in the payment
of its debt.
After satisfaction of the debts, the remaining
balance, if any, is distributed among to the
members in proportion.
For Liquidation Of Company

Assets sold Liabilities Paid / Set off

Outsiders Capital

Preference
Shares
Equity
Shares
Legal Order of payment as follow….
1) Legal Expenses
2) Liquidation Remunaration
3) Liquidation Expenses
4) Secured Creditors with fixed Charge.
5) Preferentional Creditors U/S 327
6) Secured Creditors with floting charge
7) Unsecured Creditors
8) Preferentional Shareholders
9) Equity Shareholder
MODE OF WINDING UP

Voluntary
Compulsary Liquidation
Liquidation

Decision Of By Creditors but


By Law / shareholder order of court
Tribunal Order ers
Circumstances under which a company windup
by Tribunal (Section 271)

1)The Company has acts against the interest of the


country.
2) Company have been conducted inn a fraudulent
manner or unlawful purpose.
3)The company a default in filling financial statement
or annual returns for immediately preceding 5
consecutive financial years.
4 The Tribunal is of the opinion that it is just equitable
that the company should be wind up.
PETITION FOR (COMPULSORY) WINDING UP[SECTION
272] can be made by

1) The Company

2) Any Shareholder (Existing)


OR (have been held by him for at least 6 months during 18
months immediately before commencement of winding up).
OR (have transferred to him through the death of family
member)

3) The registrar Of companies (ROC)

4) Any person authorized by Central Government in that behalf.

5) By central government or state government.


VOLUNTARY WINDING UP [section 304]-
 Pass the general resoluation i.e more then
50 % voting.(if in articles (AOA) given related
to winding up)

 Pass the Speciall resoluation i.e more then


70 % voting.(if in articles (AOA) Not given
related to winding up)
Provisions related to Section 59 of the
Insolvency and Bankruptcy Code, 2016

The voluntary liquidation shall meet such conditions


as may be specified by the Board.

* A declaration from majority of the directors of the


company verified by an affidavit
 full inquiry into the affairs of the company,
 opinion that company has no debt or that it will be able
to pay its debts in
full from the sold of assets.
Required important document

Audited financial statements and record


of business operations of the company for
the previous two years or for the period
since its incorporation whichever is later;

 A report of the valuation of the assets of


the company prepared by a registered
valuer.

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