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VII. Winding Up - Coggle Diagram
VII. Winding Up
Grounds for Compulsory Winding-up (Sec. 433)
(ii) Default
(iii) Not commencing or suspending the Company
(iv) Reduction of Members
(v) Inability to pay Debts
(vi) The Just and Equitable Clause
(i) Special Resolution of the Company
Who can apply for Winding-up? (Sec. 439)
(a) By the Company [Sec. 439(1) (a)];
(b) By any Creditor [Sec. 439(1) (b)];
(c) By any Contributory [Sec. 439(1) (c)];
(d) By a Registrar [Sec. 439(1)(e)]; and
(e) By any person authorized by the Central Government [Sec. 439(1) (f)].
Procedure of Winding-Up Order by the Court [Official Liquidator (Sec. 448)]
Petition
Provisional Liquidator
Company Liquidator
Removal and Replacement of Liquidator
Winding up Committee
B. Voluntary Winding-Up
Ciscumstances
(1) By an Ordinary Resolution
Company duration fixed by articles and expired
Articles provide for winding-up on occurrence of event
(2) By a Special Resolution
Advertisement required in Official Gazette and local newspaper (Sec. 485).
Types
(a) Members’ Voluntary Winding-up
(b) Creditors’ Voluntary Winding-up.
Powers of the Liquidators (Sec. 457)
Liquidator in winding-up by court can with court's permission
(a) Institute or defend legal proceedings on behalf of company
(b) Continue company's business if necessary
(c) Sell company's property and actionable claims
(d) Raise money against company's assets
(e) Wind-up company affairs and distribute assets
Liquidator in winding-up by court can without special permission
(a) Do acts and execute documents in company's name
(b) Inspect company's records and returns without fee
(c) Prove and claim in insolvency of any contributory
(d) Draw, accept, make and endorse bills of exchange
(e) Take out letters of administration to deceased contributory
(f) Appoint an agent for company's business
(e) Court can limit or modify the exercise of any power of the liquidator