Description
This is a presentation winding up and producer company
WINDING UP & PRODUCER COMPANY
WHAT IS WINDING UP?
Represents the last stage in a company’s life. ? It is a proceeding by which a company is dissolved. ? Winding up is also known as liquidation.
?
MODES OF WINDING UP
Winding up by the court. (Mode1) ? Voluntary winding up. (Mode2) ? Winding subject to supervision of court. (Mode3)
?
Winding up by the court
(Mode1)
GROUNDS FOR COMPULSORY WINDING UP
Special resolution ? Default in delivery of Statutory Report to the Registrar ? Failure to commence business within a year from the date of transportation ? Reduction in membership below the statutory minimum ? Inability to pay its debts
?
GROUNDS FOR COMPULSORY WINDING UP (CONTD)
Inability to pay its debts ? Just and Equitable
?
GROUNDS FOR COMPULSORY WINDING UP (CONTD)
?
Just and Equitable
? ?
? ?
When the substratum of the company is gone Examples: Case 1: Pirie v. Stewart Shipping Company Case 2: German Date Coffee co. Ltd When the minority is oppressed or disregarded Deadlock in the management if the company
Case 3: Yenidje Tobacco co. Ltd
? ?
?
Public interest is likely to be prejudiced Business of the company becomes illegal When the company is a mere bubble and does not carry on any business or does not have any property
PETITION
By the company ? By any creditor ? By all or any of the prior parties ? By the registrar ? By any person authorized by the central government ? By any contributory
?
CONTRIBUTORY
Contributory means every person liable to contribute to the assets of the company in the event of its being wound up. ? Eligibility to be a contributory is not Excontactu i.e does not arise of contact of shares. ? Eligibility to be a contributory is Ex-lege i.e arises because person’s name appears in the register of members.
?
LIST OF CONTRIBUTORIES
It is prepared in two parts :? List A- includes present members of the company. ? List B- includes past members of the company. Members within 1 year preceding the commencement of winding up.
PROCEDURE
Appointment of a Liquidator. ? Appointment of a committee of inspection.
?
Appointment of a liquidator
Official Liquidator. ? Provisional Liquidator.
?
Duties of liquidator
Proceedings in winding up. ? Report. ? Custody of company’s property. ? Exercise and control of Liquidator’s powers. ? Meeting of creditors and contributories. ? Directions from the court. ? Proper books. ? Audit of accounts.
?
Contd..
Appointment of committee of inspection. ? Pending Liquidation.
?
POWER OF LIQUIDATOR
?
?
Powers exercisable with the sanction of court. Powers exercisable without the sanction of court.
COMMITTEE OF INSPECTION
Appointment and composition of committee. ? Contribution and proceedings of committee.
?
GENERAL POWERS OF THE COURT
? ? ? ?
?
?
?
?
Stay of winding up proceedings. Settlement of list of Contributories. Delivery of Property. Exclusion of creditors. Summoning of persons suspected of having property of company. Public Examination. Arrest of absconding contributory. Meeting of Creditors of contributories.
DISSOLUTION OF COMPANY
Grounds for Dissolution. ? Proceedings in dissolution.
?
Name Opal Industries Ltd Mardia Steel Ltd.,
BSE ID
Date of winding up
517376
513707
4-Oct-07
30-May-05
Gujarat Polywave Ltd. Rupangi Impex Ltd. Trident Steels Ltd.,
507764 512606 513486
18-Jun-04 26-Feb-04 21-Oct-02
Voluntary Winding Up
(Mode2)
VOLUNTARY WINDING UP
Members/Creditors left free to wind up without interference of the court. Can be done by: ? Passing an ordinary resolution ? Passing a special resolution Commencement of Voluntary winding up
TYPES OF VOLUNTARY WINDING UP
?
Members’ voluntary winding up
?
Creditors’ voluntary winding up
TYPES OF VOLUNTARY WINDING UP
? Members’
voluntary winding
up
?
Creditors’ voluntary winding up
DECLARATION OF SOLVENCY
Presence differentiates members’ winding up from creditors’ winding up ? Made by majority of the directors at a meeting of the board ? Made and delivered to registrar within 5 weeks of passing the resolution ? Accompanied by a copy of the report by the auditors
?
PROVISIONS APPLICABLE
? ? ? ? ? ? ?
Appointment of liquidators Board’s power to cease on appointment of liquidator Power to fill vacancy in office of liquidator Notice of appointment of liquidator to be given to Registrar Duty of liquidator to call creditors’ meeting in case of insolvency Duty to call general meeting at the end of the year Final meeting and dissolution
DECLARATION OF SOLVENCY
Presence differentiates members’ winding up from creditors’ winding up ? Made by majority of the directors at a meeting of the board ? Made and delivered to registrar within 5 weeks of passing the resolution ? Accompanied by a copy of the report by the auditors
?
PROVISIONS APPLICABLE
? ? ? ? ? ? ?
Appointment of liquidators Board’s power to cease on appointment of liquidator Power to fill vacancy in office of liquidator Notice of appointment of liquidator to be given to Registrar Duty of liquidator to call creditors’ meeting in case of insolvency Duty to call general meeting at the end of the year Final meeting and dissolution
TYPES OF VOLUNTARY WINDING UP
?
Members’ voluntary winding up
? Creditors’
voluntary winding
up
PROVISIONS APPLICABLE
? ? ? ? ? ? ? ?
Meeting of creditors Notice of resolution to be given to Registrar Appointment of liquidator Appointment of committee of inspection Liquidators’ remuneration Board’s power to cease on appointment of liquidator Duty of liquidator to call meetings of company and creditors at end of each year Final meeting and dissolution
Winding Up subject to supervision of court
(Mode3)
WINDING UP SUBJECT TO SUPERVISION OF COURT
Presupposes a voluntary winding up of a company ? Petition for continuance is subject to the supervision of court ? Petition maybe presented by:
?
Authorized person ? Official liquidator
?
?
Power of court to appoint/remove liquidators
PRODUCER COMPANIES
WHAT
PC is a Producer Company of the farmers, by the farmers and for the farmers. ? Financially facilitated by the government , managed by professionals ? It takes the best of a Pvt. Ltd company and a cooperative, thus has no Government involvement. ? Its operations are transparent, subject to audit, and a vigilant Board of Directors to protect the interest of small farm holders.
?
WHY SHOULD A GOVERNMENT FACILITATE A PC?
Farming in developing countries is at cross roads due to: ? - High cost of production ? - Young members of farming families quitting farming in favor of jobs in cities ? - high level of pesticide residues in food and water, threatening human health
?
INEQUITY IN FARMERS REMUNERATION
Tomat o Price paid by end consumer ( Rs. Per kg ) Price received by farmer ( Rs. Per kg ) 8.20 Potato 12.00 Cabbage 9.00 Cauliflower Banana 9.50 12.00
2.00
6.60
5.00
5.50
4.00
Price realization 24 by farmer as % of end consumer price Percentage mark up (price paid by end consumer to the price received by farmer) 310
55
56
58
33
82
80
73
200
HOW WOULD IT HELP FARMERS
?
?
?
?
?
Training members on good agricultural practices based farming system approach and low-cost and environmental friendly inputs. Arrange finance, capital and working capital Preparing and providing inputs at low-cost Providing items of daily needs (only those produced by the members) to the whole village and not only to its members. Market value-added products at maximum profits
IMPLEMENTING A PC COMPANY
?
Reasons for Implementation: - Current system is very restrictive since State Government’s permission is required for everything. - A producer company will have more flexibility as formation of subsidiaries is concerned.
DIFFICULTY IN IMPLEMENTING PC
Shares of the producer company are not transferable to non-members and, for that reason, cannot be traded on a stock exchange. ? Greed and vested interests ? No exit route for the Shareholder
?
REFRENCES
? ?
?
? ?
Book :- Mercentile law by N.D Kapoor http://www.pradan.net/index.php?option=com_content&task=view&id=122&Itemid=1 http://karmayog.org/ruraldevelopment/ruraldevelopment_8673.htm http://www.thehindu.com/thehindu/biz/2003/06/30/stories/2003063000010300.htm http://www.thehindubusinessline.com/bline/2006/05/16/stories/2006051605470100.htm
THANK YOU
doc_754463623.pptx
This is a presentation winding up and producer company
WINDING UP & PRODUCER COMPANY
WHAT IS WINDING UP?
Represents the last stage in a company’s life. ? It is a proceeding by which a company is dissolved. ? Winding up is also known as liquidation.
?
MODES OF WINDING UP
Winding up by the court. (Mode1) ? Voluntary winding up. (Mode2) ? Winding subject to supervision of court. (Mode3)
?
Winding up by the court
(Mode1)
GROUNDS FOR COMPULSORY WINDING UP
Special resolution ? Default in delivery of Statutory Report to the Registrar ? Failure to commence business within a year from the date of transportation ? Reduction in membership below the statutory minimum ? Inability to pay its debts
?
GROUNDS FOR COMPULSORY WINDING UP (CONTD)
Inability to pay its debts ? Just and Equitable
?
GROUNDS FOR COMPULSORY WINDING UP (CONTD)
?
Just and Equitable
? ?
? ?
When the substratum of the company is gone Examples: Case 1: Pirie v. Stewart Shipping Company Case 2: German Date Coffee co. Ltd When the minority is oppressed or disregarded Deadlock in the management if the company
Case 3: Yenidje Tobacco co. Ltd
? ?
?
Public interest is likely to be prejudiced Business of the company becomes illegal When the company is a mere bubble and does not carry on any business or does not have any property
PETITION
By the company ? By any creditor ? By all or any of the prior parties ? By the registrar ? By any person authorized by the central government ? By any contributory
?
CONTRIBUTORY
Contributory means every person liable to contribute to the assets of the company in the event of its being wound up. ? Eligibility to be a contributory is not Excontactu i.e does not arise of contact of shares. ? Eligibility to be a contributory is Ex-lege i.e arises because person’s name appears in the register of members.
?
LIST OF CONTRIBUTORIES
It is prepared in two parts :? List A- includes present members of the company. ? List B- includes past members of the company. Members within 1 year preceding the commencement of winding up.
PROCEDURE
Appointment of a Liquidator. ? Appointment of a committee of inspection.
?
Appointment of a liquidator
Official Liquidator. ? Provisional Liquidator.
?
Duties of liquidator
Proceedings in winding up. ? Report. ? Custody of company’s property. ? Exercise and control of Liquidator’s powers. ? Meeting of creditors and contributories. ? Directions from the court. ? Proper books. ? Audit of accounts.
?
Contd..
Appointment of committee of inspection. ? Pending Liquidation.
?
POWER OF LIQUIDATOR
?
?
Powers exercisable with the sanction of court. Powers exercisable without the sanction of court.
COMMITTEE OF INSPECTION
Appointment and composition of committee. ? Contribution and proceedings of committee.
?
GENERAL POWERS OF THE COURT
? ? ? ?
?
?
?
?
Stay of winding up proceedings. Settlement of list of Contributories. Delivery of Property. Exclusion of creditors. Summoning of persons suspected of having property of company. Public Examination. Arrest of absconding contributory. Meeting of Creditors of contributories.
DISSOLUTION OF COMPANY
Grounds for Dissolution. ? Proceedings in dissolution.
?
Name Opal Industries Ltd Mardia Steel Ltd.,
BSE ID
Date of winding up
517376
513707
4-Oct-07
30-May-05
Gujarat Polywave Ltd. Rupangi Impex Ltd. Trident Steels Ltd.,
507764 512606 513486
18-Jun-04 26-Feb-04 21-Oct-02
Voluntary Winding Up
(Mode2)
VOLUNTARY WINDING UP
Members/Creditors left free to wind up without interference of the court. Can be done by: ? Passing an ordinary resolution ? Passing a special resolution Commencement of Voluntary winding up
TYPES OF VOLUNTARY WINDING UP
?
Members’ voluntary winding up
?
Creditors’ voluntary winding up
TYPES OF VOLUNTARY WINDING UP
? Members’
voluntary winding
up
?
Creditors’ voluntary winding up
DECLARATION OF SOLVENCY
Presence differentiates members’ winding up from creditors’ winding up ? Made by majority of the directors at a meeting of the board ? Made and delivered to registrar within 5 weeks of passing the resolution ? Accompanied by a copy of the report by the auditors
?
PROVISIONS APPLICABLE
? ? ? ? ? ? ?
Appointment of liquidators Board’s power to cease on appointment of liquidator Power to fill vacancy in office of liquidator Notice of appointment of liquidator to be given to Registrar Duty of liquidator to call creditors’ meeting in case of insolvency Duty to call general meeting at the end of the year Final meeting and dissolution
DECLARATION OF SOLVENCY
Presence differentiates members’ winding up from creditors’ winding up ? Made by majority of the directors at a meeting of the board ? Made and delivered to registrar within 5 weeks of passing the resolution ? Accompanied by a copy of the report by the auditors
?
PROVISIONS APPLICABLE
? ? ? ? ? ? ?
Appointment of liquidators Board’s power to cease on appointment of liquidator Power to fill vacancy in office of liquidator Notice of appointment of liquidator to be given to Registrar Duty of liquidator to call creditors’ meeting in case of insolvency Duty to call general meeting at the end of the year Final meeting and dissolution
TYPES OF VOLUNTARY WINDING UP
?
Members’ voluntary winding up
? Creditors’
voluntary winding
up
PROVISIONS APPLICABLE
? ? ? ? ? ? ? ?
Meeting of creditors Notice of resolution to be given to Registrar Appointment of liquidator Appointment of committee of inspection Liquidators’ remuneration Board’s power to cease on appointment of liquidator Duty of liquidator to call meetings of company and creditors at end of each year Final meeting and dissolution
Winding Up subject to supervision of court
(Mode3)
WINDING UP SUBJECT TO SUPERVISION OF COURT
Presupposes a voluntary winding up of a company ? Petition for continuance is subject to the supervision of court ? Petition maybe presented by:
?
Authorized person ? Official liquidator
?
?
Power of court to appoint/remove liquidators
PRODUCER COMPANIES
WHAT
PC is a Producer Company of the farmers, by the farmers and for the farmers. ? Financially facilitated by the government , managed by professionals ? It takes the best of a Pvt. Ltd company and a cooperative, thus has no Government involvement. ? Its operations are transparent, subject to audit, and a vigilant Board of Directors to protect the interest of small farm holders.
?
WHY SHOULD A GOVERNMENT FACILITATE A PC?
Farming in developing countries is at cross roads due to: ? - High cost of production ? - Young members of farming families quitting farming in favor of jobs in cities ? - high level of pesticide residues in food and water, threatening human health
?
INEQUITY IN FARMERS REMUNERATION
Tomat o Price paid by end consumer ( Rs. Per kg ) Price received by farmer ( Rs. Per kg ) 8.20 Potato 12.00 Cabbage 9.00 Cauliflower Banana 9.50 12.00
2.00
6.60
5.00
5.50
4.00
Price realization 24 by farmer as % of end consumer price Percentage mark up (price paid by end consumer to the price received by farmer) 310
55
56
58
33
82
80
73
200
HOW WOULD IT HELP FARMERS
?
?
?
?
?
Training members on good agricultural practices based farming system approach and low-cost and environmental friendly inputs. Arrange finance, capital and working capital Preparing and providing inputs at low-cost Providing items of daily needs (only those produced by the members) to the whole village and not only to its members. Market value-added products at maximum profits
IMPLEMENTING A PC COMPANY
?
Reasons for Implementation: - Current system is very restrictive since State Government’s permission is required for everything. - A producer company will have more flexibility as formation of subsidiaries is concerned.
DIFFICULTY IN IMPLEMENTING PC
Shares of the producer company are not transferable to non-members and, for that reason, cannot be traded on a stock exchange. ? Greed and vested interests ? No exit route for the Shareholder
?
REFRENCES
? ?
?
? ?
Book :- Mercentile law by N.D Kapoor http://www.pradan.net/index.php?option=com_content&task=view&id=122&Itemid=1 http://karmayog.org/ruraldevelopment/ruraldevelopment_8673.htm http://www.thehindu.com/thehindu/biz/2003/06/30/stories/2003063000010300.htm http://www.thehindubusinessline.com/bline/2006/05/16/stories/2006051605470100.htm
THANK YOU
doc_754463623.pptx