Bcom 2nd Year Winding up of Company
The company’s end (Winding up of Company)
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Meaning of injustice and mismanagement in the company (meaning of oppression and mismanagement in a company)
Injustice-Injustice refers to all such acts which are primarily to derail the interests of the members, to cause trouble and to be unjust.
In the meaning of the company, injustice means the following actions:
- Improperly suppressing someone.
- Work against the public interest.
- Improperly obstructing rights.
- (iv) Acts that increase the liability and risk of injustice to minority shareholders.
- Acts that the Central Government and Company Legislature consider to be unjust.
Mismanagement – mismanagement refers to the neglect, indifference and carelessness in the affairs of the company by the managers and operators resulting in continuous loss to the company. It is against public policy. In the sense of the company, mismanagement means the following actions:
1. When the operation of the company is not in the interest of the company itself.
2. Fear of mismanagement due to significant changes in management and control
Bcom 2nd Year Winding up of Company in hindi
Provisions of the Indian Company Act to protect injustice and mismanagement.
(Provisions of the Indian Companies Act for the Prevention of oppression and Mismanagement)
In order to protect the company from injustice and mismanagement, the major provisions of this Act can be clarified in this way.
Provision of Special Audit – It has been arranged that if the management of the company is not well, then the accounts of the company can be audited.
Elimination of the Post of M anagin g
The post of management agents has been abolished.
Registration of the Company –
In this , it has been arranged that the registration of the name of the company can be done only in the proper name of that company. Doing this saved the public from deception
Appointment of Inspector –
If the business of the company is being done to deceive individuals, then in such a situation, the Central Government can appoint an inspector.
A Rmcharion to provide security (P R Otection Of Employees) –
If any action is taken against an employee by an officer due to mismanagement of the company, then the company cannot remove such employee until a defect is proved against that employee.
(6) Protection of Creditors’s Interest
According to the Companies Act, if the company is in the condition of winding up and the business of the company is done only for cheating, then the person running the business will be deemed a criminal.
(7) Restri ction on the Transfer of Shares
Transfer of shares in such a situation when there is a possibility of change in the governing body; Will be wasted for three years.
Bcom 2nd Year Winding up of Company in hindi
Termination by court or compulsory winding up
(Winding Up by Court or Compulsory Winding up)
When the members of the company pass a special resolution and pray for the winding up of the company by order of the court, or the court may order the winding up of the company, according to the different circumstances of the company, it is considered appropriate to wind up the company. Compulsory winding up by the court can be done under a number of circumstances, which. As follows-
Being unable to pay debts (lability to pay its debts)
Remember if a company is unable to pay the debts, then the court can order the winding up of that company.
In the following cases, a company owes its debt
Unable to pay
(1) Remember that any lender of Rs.1.00,000 or more has demanded payment of the loan on the company and the company has not made payment within three weeks of this demand nor has the lender settled in any other way. or by depositto be satisfied, so the company to Assam to payment Unable to addperceived.
(ii) If a lender has received a decree against the company from any court and the company is unable to pay its partial or full debt, the company is considered unable to pay the loan.
(iii) If the court is satisfied that the company is unable to bear its debts. Before taking such a decision, the court will also take into consideration the future and baggage obligations of the company.
The court gives the company’s inability to pay from a commercial standpoint. If the company is unable to pay the current liabilities from its own moves or current assets, the court can order compulsory winding up.
Bcom 2nd Year Winding up of Company in hindi
On reduction in the minimum number of members (Membership before minimum number) –
If the number of members of a public company decreases to less than seven and the number of members of a private company decreases to two, the court may order the winding up of such company.
Failure to Commence Business
If a company does not commence business within one year of its amalgamation or keeps its business closed or suspended for a full year, the court may order the winding up of the company. This order cannot be done in the following cases-
(i) If the court is satisfied that the business of the company cannot be started due to some difficulty.
(ii) If the court finds no evidence that the company does not intend to conduct business.
On making an error in calling a legal assembly (Default in calling Statutory Meeting) –
If a company makes an error in calling a statutory assembly, the court may still order compulsory winding up of the company.
On making an error in submitting a statutory report (Default in filling statutory report) –
If a company makes an error in presenting its statutory report to the Registrar, the court may still order compulsory winding up of the company.
On passing special resolution (By Special Resolution) –
Any company can pass a special resolution in its assembly and ask the court for compulsory winding up of the company. The court considers the company’s request and concludes
Detects justification. If the court comes to the conclusion that winding up of the company would be against the public interest and the interests of the company, it refuses to order the winding up of the company.
On being fair and equitable (Winding up Just & Equitable)
The court may issue an order for winding up if the court considers it to be just and equitable to wind up the company under any circumstances.
(i) The court may order compulsory winding up of the company even if there has been mistrust among the members of the management of the company.
(ii) Even if the entire life of the company is destroyed and there is no possibility of recovering it, the court can issue the order for winding up of the company.
(iii) If the company is only a show-off or the company is present only on paper, the Adwa is similar to a balloon of water, then the court issues the winding up of the company.
(iv) The court may order termination even if any of the specified events mentioned in the articles has taken place.
(v) Remember, even if mismanagement and misuse of money is happening in the company, the court can order the winding up.
(vi) If there is oppression with minority shareholders of the company. If so, the court may order compulsory winding up of the company.
(vii) If the deadlock of management arises in the management, it becomes difficult to manage the company properly. In such case the court may order compulsory winding up of the company.
(viii) Even if the purpose of the company is fraudulent or illegal, an order of winding up of the company can be made.
(ix) If the business of the company is continuously running at a loss and there is no possibility of running at a profit even in future, the court may order the winding up of the company.
(x) If the contents of the company cease. For example, a company is built to buy another person’s ships. The person does not later complete the contract to sell the airplane. The court can wind up this company.
(xi) If it becomes impossible to fulfill the objective of amalgamation of the company. Then the court can order the winding up of the company.
Bcom 2nd Year Winding up of Company in hindi
Any of the following persons can apply to the court for compulsory winding up of a company
(1) By Contributories –
Subscribers are those who are responsible for giving money to the company in case of winding up of the company. Holders of fully paid shares are also included in this.
All contributors have the right to pray to the court for compulsory winding up of the company.
(2) By the creditors –
One or more of the company’s creditors may also request the court for compulsory winding up of the company. The lender also includes current, prospective and accidental lenders.
(3) By the company itself –
Any company can make sense of the inevitable conclusion of the company to court by passing a special resolution at its meeting a contributor as Limited Company culminating in the following cases a court may give other applications
(i) If the company has not convened a statutory meeting.
(ii) If he has received these degrees of inheritance on the death of an ex-shareholder. .
(iii) if he has been the holder of shares for at least one of the 18 months prior to the date of closing application; Or
(iv) if it is the original alottee of the company’s shares or
(v) If the number of members in the company is less than the minimum number (7 and 2).
(4) By the Registrar –
The Registrar may give an application to the Court for compulsory winding up of the company in the following circumstances with the prior approval of the Central Government
(i) If the company is unable to pay its debts.
(ii) If the number of members of the company has been reduced to less than the minimum required number of members (7 in the case of public company and 2 in the case of private company).
(iii) If the company has not commenced its business within one year of its amalgamation.
(iv) If the company has not convened its statutory assembly in due course.
(v) If the company has made an error in submitting a statutory report to it (to the Registrar).
(vi) on any other basis which is just and equitable in the eyes of the court.
(vii) If the Central Government authorizes it (under the authority) to apply.
(5) By the Central Government
The Central Government may apply to the court for compulsory winding up of the company.
(6) By Liquidator –
If the company is winding up in a voluntary or court inspection.
Law of compulsory winding up by the court The following method is adopted for compulsory winding up of a company –
(1) Application for winding up of winding up order – If a company or its lender or contributor wants to stop the company from issuing the winding up order, it can do so.
(2) Advertisement of hearing of petition – At least 14 days before the day of hearing of the petition, an advertisement has to announce the date of hearing of the petition.
(3) Advertisement for hearing in the Gazette – After that the court publishes this application form in Petition. In this, the date of hearing of the petition is also given.
(4) To study the application by the court – when the court receives the application for the winding up of a company; So he studies it.
(5) the company before the court first concerned parties to apply Sama has to submit an application for measurement.
(6) the Court ‘s order Court has creeper can Mnwai all parties related to the petition, so the court may order any of the following is
(i) He can reject the petition with no expense and expense.
(ii) He may adjourn the hearing conditionally or unconditionally.
(iii) If he thinks fit, he may give interim order.
(iv) He may, if he considers appropriate, to require compulsory winding up of expenditure or non-expenditure.
( 7 ) Sending the notice of dissolution to the Registrar The dismantling of the company should submit a copy of the order of dissolution from the company to the registrar within 30 days. Remember, if he makes an error in it, then penalty of up to five hundred rupees per day can be done as long as such error continues.
(8) Declaration of dissolution of the company – when the settlor is responsible for all the assets. Used in payment and when the court deems it appropriate that it cannot proceed with the winding up proceedings in the absence of settlements or funds, the court issues an order announcing the dissolution of the company.
(9) If the appointee is appointed within six months of the order of winding up of the initial report by the detainer, then the director and secretary etc. of the company prepare the position statement of the company. This status statement is given to the settler.
(11) Submission of Closing Copy to the Registrar Within 30 days of the date of winding up of the company, the company and the person applying for the termination (Petitioner) should submit a copy of the winding up order to the Registrar.
(12) Appointment of Settler in case of winding up – If the court orders the winding up of the company, it appoints the detector for the company.
(13) Order for convening a statutory assembly – If the petition for winding up of the company is given on the basis that the company has not convened its statutory assembly in due course or has not submitted a statutory report, the court shall call the company’s statutory assembly and report May order submission.
(14) Not to order winding up – When the court is not asked for the winding up of the company on the basis of just and equitable reason, the court may refuse to order the winding up on the basis of that reason.
Bcom 2nd Year Winding up of Company in hindi
Voluntary Termination by Members
(Member’s Voluntary Winding Up)
When the members of the company wish to wind up the company voluntarily, it is called voluntary winding up of the company by the members. The following are the major statutory arrangements regarding voluntary winding up by members.
(1) Ordering dissolution – On the report of a government settler, the court can order the dissolution of the company. The court also mentions the date of dissolution in this order.
(2) Investigation by the Government Settler – It has been written above that the Settlement of the Company also sends the details of the termination proceedings and the final meeting report to the Government Settler. After receipt of this report and report, the Government Settler examines the company whether the business of the company was conducted against the interests or public interest of the members of the company. For this, the court grants all necessary rights to the government settler.
(3) Registering by the Registrar When the registrar receives the report of the closing proceedings and the report of the last assembly, he registers them.
(4) Submitting the closing details to the Registrar and the Government Settler Sends the details of the proceedings of the closing of the company and the report of the last meeting to the Registrar and Official Liquidator within one week of the last General Assembly.
(5) On completion of the closing proceedings of the company convening the last meeting, the settler should prepare a complete statement of the closing proceedings. In this statement, it should be clearly shown how the closing proceedings have been done and how the assets of the company have been used or described.
(6) Calling a general meeting at the end of each year – If the closing proceedings of the company go on for a period of more than one year, the annihilator shall be terminated at the end of one year of the date of commencement of the closing proceedings and every year thereafter. On completion, a general assembly of the company should be called.
(7) In the event of insolvency, call a meeting of creditors if the company’s debts are not repaid within the stipulated period in the declaration of solvency or the settlor realizes that the company is unable to pay all its debts. (The settlor) should immediately call a gathering of creditors.
(8) Accepting share in consideration The settlor also reserves the right to accept share as a consideration for the sale of assets during the closing of the company.
(9) To inform the registrar of the appointment of the detector, the company should send the notice of appointing the vacant or filling the vacant post to the registrar of the company.
(10) Filling up of vacant post, if the appointed appointee dies, or if he resigns or becomes vacant due to any other reason, then he re-filled the vacant post in the general body of the company. can go.
(11) Termination of the rights of the Board of Directors After the company appoints the detector in the General Assembly, the post of the Board of Directors, full-time Director, Managing Director or Manager ceases.
(12) Appointment of Destroyer – In case of voluntary winding up by members, the company can appoint destitute or destitute in its general assembly.
(13) Publication of the proposal After the resolution of the company is passed, it has to be published in the official gazette to inform it.
(14) Voluntary winding up resolution to-any company following Dshaam an ordinary resolution at its General Meeting ( Ordinary Resolution) passed factors can make a voluntary winding up
(A) when the period specified in the Articles of Company has expired, and
(B) The incident specified in the Articles of Company has occurred.
Any company can complete its voluntary termination at any time by passing a special resolution.
(15) Submission of declaration to the Registrar – When operators declare the solvency of the company, they have to present this declaration to the Registrar. This declaration should be submitted to the Registrar within five weeks before passing the resolution of winding up of the company.
(16) Declaration of capital capacity – If the member of the company wants to voluntary winding up of the company, then to the majority of the two operators or operators of the company. A declaration has to be made, which is called the Declaration of Solvenc y +. The declaration of solvency is effective only. While this is done keeping in mind the following conditions
(A) Such a declaration should be made within five weeks immediately before the passing of the resolution of the company.
(B) The report of the auditors should be attached in respect of the profit and loss account till the last date and the letter of that last date.
(C) Along with the declaration of solvency, a latest statement of the assets and liabilities of the company should also be attached.
If an operator declares solvency without any proper basis, he can be imprisoned for up to 6 months or up to fifty thousand rupees. Penalties of up to or both can be punished.
Bcom 2nd Year Winding up of Company in hindi
Winding up of company
(Winding up of Company)
In general terms, the termination of a company refers to the process by which the statutory existence of a company is gradually terminated. In this process, the lenders are paid their debts by acquiring the value of the assets of the company and remaining by which any money and assets are finally distributed to the shareholders in case of any loss and liquidator.
According to Gower, “The winding up of a company is the process that ends the life of the company and its assets are used for the benefit of its creditors.” It appoints an administrator, called Nistarko, who takes over the company under his control, collects the company’s assets, pays off the debts and saves this surplus of the “end”, then he is called a member. I give him a bounty of his rights. ”
Dissolution of the company
(Dissolution of Company)
The court orders the dissolution of the company under the following conditions.
(1) If the winding up of the company has been completed, or
(2) If in the opinion of the court, the properties and works
(Closure proceedings cannot be continued in Assets and Funds, or
(3) For any other reason.
(4) In addition, the court can order the dissolution of any company only. Whereas in the present circumstances it should be fair and just to do so.
The dissolution of the company is said to have taken place from the date on which the order of dissolution is issued.
The settler should submit a copy of the order of dissolution to the company with the Registry within 30 days. Bcom 2nd Year Winding up of Company in hindi
Closing in court inspection
(Winding Up under the Supervision of Court):
This is the last method of termination. When the proceedings of voluntary winding up of the company (whether it is voluntary winding up by lenders or voluntary winding up by members) are going on, the court may issue an order declaring that the winding up of the company’s inspection will be on request to the court. . This order of the court has no effect on the proceedings of voluntary winding up. Its major provisions are as follows-
(1) Changing the termination to compulsory winding up in court inspection – if the court deems it appropriate. Then the Court in its inspection may consider the termination to be compulsory winding up.
(2) Effect of order: The following effect arises by the court ordering its termination in its inspection
(i) All disputes and legal proceedings against the company are being stayed in other courts.
(ii) Normally, at the time of voluntary winding up, the appointed detainee continues to work, but the court can remove him if requested by Zistar.
(iii) Additional liquidator with such dismantler. Can also appoint destroyers.
(iv) The Settler may appoint the Settler himself if all those vacancies are vacant.
(v) Disposers may exercise all those rights. Those in the event of voluntary winding up receive settlers.
(vi) The court may exercise the rights of settlers, which it does in the event of compulsory winding up by the court.
(3) The conditions in the order while ordering the termination in its inspection may also determine the termination conditions therein.
(4) Order by the court – When the court feels that the company needs to be closed in its own inspection and in the interest of the creditors and shareholders, the court orders the winding up of the company in its own inspection.
(5) Basis of the application The contributor, lender or settler of the company can apply to the court for winding up their inspection on any of the following grounds.
(i) If the detainee is acting in a partisan manner; Or
(ii) If the settlor is negligent in the disposal of the assets; Or
(iii) If the resolution to wind up the company is passed fraudulently;
(iv) If fraud is being committed by minority shareholders with minority shareholders.
(6) Application to the court – Application to the court for winding up the inspection of the court can be made by the contributor, lender or settler.
(7) Continuation of voluntary winding up proceedings – When the company has passed the resolution of its voluntary winding up, the court may then order that the company shall continue under the inspection of the voluntary winding up court.
Advantages of Winding Up under the Supervision of Court
(1) Use of compulsory winding up rights by the court – The court may also exercise its rights in respect of compulsory winding up of the winding up of the company, if considered appropriate.
(2) Protection of interests of creditors and contributors – In case of termination in court inspection, the interests of contributors and creditors are more secure than voluntary winding up.
(3) Settlers’ rights to settlers appointed for voluntary winding-up vests get the right to exercise all the rights they can at the time of voluntary winding up. Yes, it is necessary that the court can impose restrictions on certain rights.