Voluntary winding up of company

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This query is : Resolved

Shravan Patel (Querist)

28 January 2015 Sir,

Can you please help me with "special resolution format for voluntary winding up of a company as per the provisions of Companies Act,2013".

Thank you in Advance

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

28 January 2015 DRAFT RESOLUTION

"RESOLVED that, pursuant to section 304 & 310 of the Companies Act, 2013 the company be wound up voluntarily."

"RESOLVED FURTHER that Mr. ….. be and is hereby appointed as a liquidator of the company on a remuneration of __________plus actual out of pocket expenses incurred in connection with the performance of duties and that the said liquidator be and is hereby authorised to exercise all powers & duties as specified under sections 314 & 316 of the Companies Act, 2013

"RESOLVED FURTHER that notwithstanding the appointment of liquidator the Board of Directors of the company be and are hereby authorised to exercise all powers in connection with the liquidation of the
company like filing of statement of affairs with the liquidator, filing of returns with the Registrar of Companies, filling up of vacancy in the office of liquidator and such other matters incidental to the
liquidation of the company."

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Shravan Patel

Shravan Patel (Querist)

28 January 2015 Thank you sir and can you please let me know if the auditor and the liquidator can be the same person.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

28 January 2015 AS PER SECTION 310 - where a resolution of voluntary winding up is passed, Company shall appoint a Company Liquidator from the panel prepared by the Central Government for the purpose of winding up its affairs and distributing the assets of the company and recommend the fee to be paid to the Company Liquidator.

Shravan Patel

Shravan Patel (Querist)

28 January 2015 Sir,
Is the procedure same for a small sized Private Limited Company?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

28 January 2015 yes

There is no different procedure for winding up for small company under the companies act 2013

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