Where a company is being wound up voluntarily the liquidators or any contributory of the company may apply to the Court to determine any question arising in the matter of such winding up, or to exercise, in respect of the enforcing of calls or of any other matter, all or any of the powers which the Court might exercise if the company were being wound up by the Court; and the Court, if satisfied that the determination of such question or the required exercise of power will be just and beneficial, may accede, wholly or partially, to such application, on such terms and subject to such conditions as the Court thinks fit, or may make such other decree on such application as the Court thinks just. The following are difference between Compulsory and Voluntary winding up: Liquidator is an officer appointed by the creditors of the company (in case of Creditor’s Voluntary Winding up) or by the members of the Company (in case of Members’ Voluntary Winding up), when the company goes into winding up or liquidation voluntarily. No objection or Tax clearance certificate from Income Tax Department for the remittance. (Author can be reached at  barsha@vinodkothari.com), Your email address will not be published. Creditors’ voluntary liquidation may also be a way of preventing aggressive creditor threats such as a winding up petition, and the frozen bank accounts that accompany this. Based on English case law, winding up orders have been made in, among other instances, the following circumstances, where: 1. The following consequences shall ensue upon the voluntary winding up of a company -. The company is solvent. Under … Required fields are marked *, Notice: It seems you have Javascript disabled in your Browser. AD Category-1 banks have been allowed to remit winding up proceeds of the Companies in India which are under liquidation, subject to payment of applicable taxes. We use cookies to optimise site functionality and give you the best possible experience. Click here for a full list of Google Analytics cookies used on this site. In the process of winding up, the company’s assets and properties are administered for the benefit of the members and creditors of the Company. However, there are various means of winding up, i.e., by way of- members’ voluntary up, creditors’ winding up, winding up by the tribunal etc. On receipt of the report of official liquidator, tribunal may make order that the company shall stand dissolved. Is 31st December 2020 last date of AGM for every company? Voluntary winding-up is very common because there are not so many restrictions in this type of winding-up as are found in case of winding-up by Tribunal. Some cookies are essential, whilst others help us improve your experience by providing insights into how the site is being used. Winding up of a company essentially means that a company is in the process of ending up its life. In case of Compulsory winding up, the liquidator is appointed by the Court. Filing the Special resolution passed in aforementioned GM with the RoC within 30 days of passing the same. A company about to be or in the course of being wound up voluntarily may, by a special resolution, delegate to its creditors, or to any committee of its creditors, the power of appointing liquidators or any of them, and of filling any vacancies among the liquidators, or may, by a like resolution, enter into any arrangement with respect to the powers to be exercised by the liquidators and the manner in which they are to be exercised; and any act done by the creditors in pursuance of such delegated power shall have the same effect as if it had been done by the company. The liquidators shall make a return to the Registrar of such meeting having been held and of the date at which the same was held, and on the expiration of three months from the date of the registration of such return the company shall be deemed to be dissolved, and if the liquidators make default in making such return to the Registrar they shall incur a penalty of ten dollars for every day during which such default continues. The liquidator has to file the notice of his appointment with the ROC  in Form 152 and publish the same in the official gazette in Form 151 and also to give notice of his appointment to the IT Officer. If the tribunal is of the opinion that the Company should be wound up under circumstances mentioned under Section 424G (sick company). 3.2.1 PROCEDURE FOR VOLUNTARY WINDING UP . The winding up of a company by the order of court is called compulsory winding up. In circumstances where a court ordered instruction to wind up is in place, some companies find this an incredibly difficult and challenging process. Winding up by the National Company Law Tribunal or compulsory winding up. Winding up of a company is an activity which includes selling all the assets, paying off the creditors and distributing the remaining assets to the shareholders of the company. 147. The voluntary winding up of the company by the members themselves may take place under the following circumstances. If the company is … Further, there are differences between winding up and dissolution also. In other words, winding up is a legal process to dissolve the business of a company. The official liquidator on receiving the accounts and return shall make a scrutiny of the books and affairs of the Company and make a report to the tribunal that the affairs of the company have not been conducted in a manner prejudicial to the interest of members, then from the date of submission of the report to the tribunal, the company shall be deemed to be dissolved. Below we have described the process of voluntary winding up … (1) A voluntary winding up and dissolution is to be taken to have commenced -. The court will issue such … (3) Where a person has without further action become the liquidator pursuant to section 133(2), paragraphs (c) and (d) of section 136 have no application. Thereafter, the winding up shall cease to be a members’ voluntary winding up but will proceed in accordance with the provisions applicable to the creditors’ voluntary winding up. Under this winding up the creditors play a central role.. 149. 139. 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