This document discusses voluntary winding up and liquidation of companies under Indian law. It begins by defining voluntary liquidation as terminating a company's operations, winding up its financial affairs, and dismantling its corporate structure in an orderly fashion while repaying creditors. It notes the legal framework governing voluntary liquidation under the Companies Act of 1956 and 2013 and the Insolvency and Bankruptcy Code of 2016. The detailed procedure for voluntary liquidation is outlined, including passing a special resolution, appointing a liquidator, making public announcements, preparing reports, and applying to the NCLT for an order of dissolution. Case studies of companies undergoing voluntary liquidation are also presented.

1. Voluntary Winding Up of Company
Submitted to:
Dr. Vipan Kumar
Company Law
Submitted by:
Aditya Kashyap
Roll no. 16183
Group no. 25

2.  terminate a Corporate Person's operations;
 wind up its financial affairs;
 dismantle its corporate structure in an orderly
fashion, while paying back creditors.
Why go for Voluntary Liquidation?
Voluntary Winding Up
 What?
 When?
 Why?
 How?
 Solvency
 No prosecution pending before regulators
Pre-requisites for Voluntary Liquidation
The Legal Regime
 Companies Act, 1956 (S. 484-520)
 Companies Act, 2013 (S.304-323; never enforced)
 Insolvency and Bankruptcy Code, 2016 (S. 59)
 Insolvency and Bankruptcy Board of India
(Voluntary Liquidation Process) Regulations, 2017.

3. Contoso Ltd.
How?
3
Detailed Procedure for Voluntary Winding up
JAN FEB MAR APR MAY JUN JUL OCRAUG SEP NOV DEC JAN FEB MAR APR MAY JUN JUL OCTAUG SEP NOV DEC
Directors’
Declaration
Special Resolution
(Appointment of
Liquidator)
LCD – 4 weeks
Final Report
Liquidator’s
Business
(12 Months*)
Month, 20YY
NCLT’s Order of
Dissolution
Creditors’
Approval
(7 Days)
Dissolution
Public
Announcement
(5 Days from LCD)
Preliminary Report
(45 Days from LCD)
Application to NCLT Filing of Order
with ROC
(14Days of Order
Receipt

4. Contoso Ltd.
4
Requirement of an Insolvency Professional
1. Advocate, CA, CS, Cost Accountant with 10 years’
experience
2. Graduate with 15 years’ managerial experience +
Limited Insolvency Examination
3. Any individual on passing National Insolvency
Examination
Suspension of Process of Liquidation
1. Fraud
2. Insolvency
Liquidator’s Business
 Maintenance of Registers & books of accounts
 Call for evidence
 Verification of Claims
 List of Stakeholders
 Paid Money into Bank Account
 Distribution
Institution of Proceedings
1. High Court
2. NCLT (National Company Law Tribunal)

5. Contoso Ltd.
Case Studies
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• Application under S. 484
of Companies Act, 1956
read with S. 59 of IBC.
• Company was not
dissolved before 1st April,
2017.
• Why not proceeded?
• Voluntary Liquidation was
rejected and asked to be
proceeded under 1956
Act.
• All criteria fulfilled.
• Applicaton made to NCLT
by Liquidator u/s 59 (7)
seeking dissolution.
• Ordered dissolution.
• File with ROC within 14
days.
• Application under 40(2)
of IBBI regulations for
suspension of Voluntary
Liquidation Proceedings.
• Company was not
solvent.
• Voluntary Liquidation was
suspended.
TKJ Marketing Group (P) Ltd.
(2018) NCLT
Online Scrips (India) (P) Ltd.
(2018) NCLT
Central Inland Water
Transportation Corporation
Ltd. (2018) NCLT

6. Contoso Ltd.
6
Law
&
its
implementation
Source–
InsolvencyandBankruptcyNews
July-September2018
Volume8.

7. Contoso Ltd.
7
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Reasons
for
Voluntary
Liquidation
Source–
InsolvencyandBankruptcyNews
July-September2018
Volume8.

8. Contoso Ltd.
8
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Status
of
Liquidation
Source–
InsolvencyandBankruptcyNews
July-September2018
Volume8.

9. Thank You.
Aditya Kashyap