Overview

There is no need to close a private limited company, or windup, meanwhile there is no change or the directors of the company are not ready to continue their services. Any private limited company can usually be closed by both 'voluntary' and 'compulsory elements'. The closing of a company is a finding that involves negotiating all assets, paying bankers, and administering the remaining assets to the company's shareholders. Starting a business / company is always challenging.

The Ministry of Corporate Affairs has notified rules 2020, for winding up small businesses without having to go to a tribunal, under a provision in the Companies Act that offers an alternative to the commonly used liquidation procedure under India’s bankruptcy code. The scope of Company Law in India is unrestricted and extensive; it carries into account the depth of winding up of a business and liquidation of its assets. While 'winding up of a company' if its representatives fail to comply with the laws and regulation, they can get held civilly or criminally liable.

Key Obligations

• Fill out a simple proposal at the conference of the board of directors.
• There should be no marketing project in action from the day the resolution is passed.
• Constitution by members stating that no loan is pending on the company and necessary forms have been filed.

Diary of forms: latest

• Win-1 petition for windings other than the company
• Win-2 petition for victory by the company
• Win-3 Affidavit Verification Petition
• WIN-4 Statement of Affairs
• Affidavit of Consent in Statement of Cases Won -5
• Advertisement of Vin-6 petition
• Notice of Win-7 application for appointment of provisional liquidator
• Appointment of JIT-8 order provisional liquidator
• Win-9 notice of appointment of provisional liquidator
• Disclosure of the struggle to win by the liquidator
• Win-11 Winding-up Order
• Win-12 notice to wind up the company's liquidator
• 13 notices for winning>
• to the registrar for winding
• Notice of termination of Win-14 order
• Win-15 application to initiate or continue or waive any suit under section 279 (1) of the Companies Act, 2013
• -16 report of company liquidator under section 2 19 (1)
• Provisional list of JIT-17 contributions
• Win-18 notice for contribution on the fixed date to dispose of the list of contributors
• Set a date for disposal of the list of contributors as the posting of win-19 affidavit notice
• List of Contributions decided by Tribunal.
• Notice to contribute to the final disposal of the list of Win-21 contributors and that its name is included
• Win-22 Affidavit of Service of Notice on Contribution
• Win-23 report of the result of the meeting of creditors and contributors under section 287 (3)
• Win-24 notice to creditors and contributors
• Win-25 notice of meetings of creditors and contributions under section 287 (3)
• Win-26 notice of meeting of creditors under section 287 (5) of the Companies Act, 2013
• Win-27 notice of the meeting of contributors under section 287 (5) of the Companies Act, 2013
• Notice of Win-28 Meeting (General Form)
• Win-29 Meeting Notice (General Form)
• Win-30 notice to company officials for attending creditors or contributions meeting
• As a notice of the meeting Win-31 Affidavit
• Win-32 nomination of Chairman by the company liquidator
• Win-33 list of creditors (or contributors) present at a meeting
• JIT-34 Report of the result of meeting (s) of creditors / contributions held under the order of the Tribunal
• Win-35 Form of Common Proxy
• Win-36 Form of Special Proxy
• Win-37 quarterly report regarding the progress of windings under the section
• Conflict of interest or lack of freedom is disclosed in the WIN-38 declaration
• Win-39 instruction regarding preparation of account statement
• WIN-40 Affidavit Verified Account
• Final Account of Win-41 Company Liquidator
• Win-42 request for account audit
• Win-43 advertising notice to creditors to prove their claim
• Win-44 Affidavit of Proof of Loan
• WIN -45 proof of workers ’debt
• Win-46 notice to the creditor for participating in the investigation or presenting further evidence
• Notice of rejection of proof of Win-47 loan
• Notice of entry of WIN-48 proof
• Win-49 Appeal by Creditor
• Win-50 certified list of proofs and proofs accepted or rejected by the company liquidator
• Win-51 notice requiring payment of money or payment of property, books, etc. by the company liquidator to the company liquidator
• Skip Win-52 to call
• WIN-53 affidavit in support of application for leave to call
• Advertisement for Win-54 application for leave to call
• Discard Win-55 Order to Call
• Calling win-56 document
• Win-57 notice to serve with order approval call
• Win-58 application to implement calls
• WIN-59 Affidavit in support of application for payment of call
• Win-60 order to pay dues by contribution
• Win-61 application for leave for investigation of person (s) under section 299
• Win-62 Order for Examination under Section 299
• WIN-63 summons for witness for examination under section 299
• WIN-64 Ranking Examination
• Notice of JIT-65 exam
• WIN-66 notice to participate in the exam
• Report to the Win-67 Tribunal where the person has refused to respond to the satisfaction of the person or authority specified in Rule 147.
• Win-68 warrant against the contributor who failed to appear for the examination
• Li-win warrant for imprisonment
• JIT-70 order to release the prisoner on bail
• Court in the Win-71 court under whose jurisdiction a warrant of arrest has been issued against which it is considered a contributor
• Win-72 summons under section 339 (1) of the Companies Act, 2013
• Win-73 summons under section 340 (1) of the Companies Act, 2013
• Win-74 issue of claim under section 339 (1) of the Companies Act, 2013
• Win-75 mark of claim under section 340 (1) of the Companies Act, 2013
• Notice to the Win-76 liquidator for election whether he will declare
• Notice of Intention to grant leave to apply for leave to Tribunal by Win / 77 liquidator
• Win-78 summons to extend the time for giving notice of intention to apply for leave
• Win-79 extends time for order disclaimer
• Notice of interest in Win-80 property to be sought
• Win-81 application for leave
• Win-82 Affidavit in Support of Leave to Reject Lease
• Notice to interested parties of Vin-83 property in respect of which application is made for disclaimer
• Give leave to order Vin-84
• Win-85 Lease Disclaimer *
• Notice of disclaimer of Vin-86 lease *
• The parties allowing the win-87 order are required to apply for a vested order or be excluded from all interest in the premises of the lease
• Except for Win-88 order vesting lease and persons who have not opted
• Win-89 advertisement as a declaration of dividend
• Notice of Win-90 Dividend
• Win-91 authorization to company liquidator to pay dividend to someone else
• Schedule of Win-92 contributors for whom contributions are to be paid
• Return notice to WIN-93 contributors
• Win-94 Statement of Unclaimed Dividend or Undisclosed Property,
• Request to file Win-95

Required Documents

• Finally ITR and Return filed with ROC
• Winding up the petition: Form Comp 1
• Declaration of Truth: Form COMP 2
• Certification of service: Form COMP 3
• Announcement to end the petition
• A list of people auditing the hearing: Form COMP 4
• Preparation of preliminary report by IP
• Submission of proof of claim in Form B, Form D, Form E, Form F, Form B or by electronic means.
• Corporation's PAN Card
• Declaration of the termination of the company’s bank account with NIL contracts.
• An indemnity bond, which should be notarized by the directors
• Latest statement of company accounts.
• Statement of reports relating to all assets and liabilities of the company audited by the Chartered Accountant (CA)
• Application to remove company name.
• Indemnity Bond from all directors

Registration process

Company (Winding-up) Rules 2020 will come into force from 1 April 2020. The new rules will reduce the burden of National Company Law Tribunals (NCLTs) by enabling summary procedures for liquidation. Petitions to close companies are subject to various conditions, including limitations on turnover and paid-up capital.

Thoreau Process: Cutting-Edge (Winding) Rules by Companies, 2020

The company attempting to close Section 361 should follow the requirements outlined below:

1. The value of the assets of the company does not exceed Rs 1 crore; And

2. Any one of the following conditions based on the latest audited balance sheet:

• A firm that has taken a deposit, the entire outstanding deposit does not exceed Rs 25 lakhs or
• liabilities owed to the company, the undivided outstanding debt including secured loans does not exceed Rs 50 lakhs; Or
• The turnover of the company is up to Rs 50 crore; Or
• The paid-up share capital of the company does not exceed Rs 1 crore.

Approval

The central government represents the official liquidator of the company attempting to wind up under the review process for liquidation.

Summary Plan

• Sale of property and property

  The official liquidator will dispose of all the assets or assets related to the company after obtaining the previous approval of the Central Government. The funds collected by the official liquidator will be specified in section 349 in the public account of India in the Reserve Bank of India (RBI).

• Returns creditors

  The official liquidator has to call the company's creditors within thirty days of nomination to determine their claims from the company. Within 30 days from the end of the allotted time for making the claim, the liquidator will arrange the list of creditors of the Central Government.

Power and duties

• The appointed official liquidator must control or settle all the assets, consequences and actionable requirements to which the company is entitled or appears to be eligible.
• The official liquidator will investigate the affairs of the company and make a report to the Central Government in the prescribed manner. The report will consider whether any fraud has been committed in the progress, formation or supervision of the cases. If the liquidator finds that there has been no fraud, this announcement must also be made.

curved-up order

After examining the inquiry report submitted by the official liquidator, the central government may direct that the company may be started by the tribunal in the same manner as it is folded.

Additional Procedural:

• Control sets the method for meeting company creditors and contributors, and defines scenarios in which creditors cannot vote
• The law makes it necessary for all funds held in a bank liquidator's bank account, which do not need to be liquidated immediately, to be spent in government securities or interest-bearing securities in any registered / scheduled bank.
• The laws prescribe the law for the maintenance of registers and 'books of accounts' by the liquidator of the company
• The rules also outline the procedure for creditors to prove their debts and claims against the company and if the evidence of such debt is rejected by the liquidator of the company, the tribunal for the creditor Appeal. There is also provision and procedure to do.
• The Companies (Winding-up) Rules, 2020 provide rules for (i) petitioning by the company; (ii) any contribution or contribution; (iii) the registrar; (iv) any person authorized by the Central Government; And (v) in the case of the central or state government, the company has acted on matters not including the sovereignty and integrity of India, the security of the state, friendly relations with foreign states, public order, decency or interests. Morality. Following is:

• winding up by tribunal;
• Appointment of provisional liquidator;
• Appointment of official / company liquidator;
• rotated-up order;
• application for stay of suit etc. at the conclusion of the order;
• Report by the company liquidator under Section 2 Report1;
• Disposal of list of contributors;
• advisory committee;
• Meetings of creditors and contributors
• Proxy in relation to meetings of creditors and contributors
• Account registration and books to be maintained by the company liquidator.
• Banking account of the company liquidator;
• investment of surplus funds;
• Filing and Audit of Company Liquidator’s Account;
• Collection and distribution of assets in winding up by the Tribunal;
• Examination of directors and promoters;
• The sum of persons suspected to be the property of the company, etc.
• Application against delicate directors, promoters and officers of the company.
• Agreement or abandonment of claims
• Sales by the company liquidator;
• Dividend and Return of Capital in Winding by Tribunal.
• Termination of termination;
• Payment of unclaimed dividends or disbursement of assets and summary process for loans.

Benefits

• Free from duties / debts after liquidation

  After the liquidation method ends, the administrator and all company leaders are released from all lender accounts and pressure.

• Withdraw legal proceedings on the company

  If an intentional recommendation is passed by the director, they will ignore the legal action brought by the court or tribunal, and provide the company's directors with a program to focus on other business prospects.

• Low cost required for liquidation

  The expected value or duty in the liquidation method is relatively low, as the rates would apply to the sale of assets.

• Lease agreements will be canceled

  If a company or entity has entered into a lease for a set period of time during liquidation, it will terminate all the terms and conditions of the contract.

• Protection for creditors

  After continued conflict, creditors will benefit from the liquidation method because they will be available for failed payments concerning the details of the credit given by all creditors.