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Winding Up Companies rules Section 272



Winding Up:

1) Winding up of a company is a process through which the life of the

company comes into an end.

2) In this process the management of the company is taken away from the

hands of the Directors of the company.

3) An administrator called a liquidator is appointed and he takes the control of

the company, collects the assets, liabilities are discharged (i.e. all the

creditors) and finally distributes if any surplus among the members.

4) At the end of the winding up, the company is left with no assets and

liabilities and thus gets formally dissolved.

Compulsory Winding up:

1) The winding up process done by the tribunal is known a compulsory

winding up of a company.

2) It is also known as Tribunal Winding up.

3) Chapter XX, Part – 1of the CA 2013 deals with the compulsory winding up.

Grounds for winding up by Tribunal:

1) Special Resolution

2) Acts against sovereignty

3) Default in filing the statements

4) Fraudulent Conduct

5) Just and Equitable.



Person who can file a Petition to the Tribunal for Winding up (Sec-272):

a) Company
b) Any contributory
c) Any person specified in clause a or b
d) The Registrar
e) Any person authorized by the Central Government or State Government


Commencement of Tribunal Winding up:


1) Filing up of petition


2) Advertisement of petition


Filing up of Petition:

The first step is the filing of a petition for with winding up of a company, the petition can be filed by only selected categories of person.

In all the cases the winding up starts from the time of presentation of petition.


Advertisement of petition:

Every petition for winding up of a company shall be advertised 14 days before hearing.

Consequences:


1) Filing a copy of the order at ROC


2) Notice to discharge the officers


3) Power of the directors is terminated


4) Operation in favor of all the creditors as joint petition


5) Official liquidator is appointed


6) Future debts to be paid


7) Period of limitation


8) Stay of suits and proceedings


9) Powers of the tribunal


10) Liability enforced by the calls


11) Transfer of shares done without the permission of the liquidator is

void


12) Creditors cannot proceed with any decree


13) Secured creditors


14) Floating charges if any created within 12 months in Invalid.


Appeal:
Appeal against the winding up order lies before the same tribunal.

Anil Kumar Sachdeva V
Four A Asbestos Pvt Ltd

It was held that when the orders are passed by the tribunal, the directors can appeal.
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