Winding up

Question 1

Circumstances in which company may be wound up by trib. : Appli. by.

Answer 1

1. Suo moto on just and equitable grounds
2. Special resolution
3. Registrar or any person authorised by CG - biz. is conducted in fraudulent manner
4. CG/SG considering integrity, sovereignity, public order, friendly foreign relations, decency, morality
5. Not filed annual returns or financial statements for immediately preceeding 5 consecutive FYs

Question 2

Period within which tribunal passes order on receipt of petition?

Answer 2

90days

Question 3

Grounds for removal / replacement of liquidator

Answer 3

After P.O.NJ to liquidator order to be passed if :

1. Misconduct
2. Fraud
3. Professional incompetence and failure to exercise due care and due dilligence

Loss from above to co. can be recovered from liquidator by tribunal

4. Inability to act as liquidator
5. Conflict of interest

Question 4

Constituents of winding up committee and when should it be formed

Answer 4

Within 3 weeks of winding up order by tribunal , liquidator to apply to constitute committee

• official liquidator
• nominees of sec. crs
• professional appointed by TRIBUNAL

Question 5

Order of preferrential pyts

Answer 5

1. Workmen dues payable for more than 2 years b4 WU dt. within 30 days from sale of asset
2. Workmen + sec. crs - pari passu

After that the below in pari passu:

1. Govt dues due and payable within 12 m b4 the winding up date.
2. Wages, salary for a period not exceeding 4 m within 12 m b4 that date
3. Holiday remuneration
4. Contribution to ESI
5. Pension, PF , Gratuity
6. Exp of investigation

Question 6

Is floating charge created b4 winding up valid?

Answer 6

Floating charge created 12 m b4 winding up is valid only for recovery of principal and interest @5%p.a.