Question

on 1.4.2012 the metal colleries ltd or piece of land on lease. a minimum rent of rs 2000 in the 1 st yr rs 4000 in 2 nd yr tgere after rs 6000 per annum is to be merging into a royalty of 40 paise per ton. with power to recouop short working over the first 3 yr of the lease only. the figure of annual output for the years from 1.4.12 to 31.3.2016 were 1000,10000,18000 and 20000 tons respectively open the necessary vaccounts in the book of the lesser. so​

Answer 1

Answer:

The directors do not appoint the liquidators and the company is not wound up because of the meeting of directors. The directors will generally nominate liquidators to be appointed by the members, but the actual appointment of liquidators and the winding up occur by resolution of the members. The directors and members may also bypass the meeting process and pass resolutions without the need for the meeting, as long as all directors or members agree to the resolution being passed. They may do this by executing a certificate of resolutions which is passed when the last person executes the certificate.

The directors must have made proper inquiries and actually believe that the company is solvent (that it will be able to pay all of its creditors within 12 months after the commencement of the winding up). Only then can they resolve that the company is solvent and the Declaration of Solvency can be executed. Once the directors have executed that Declaration of Solvency and have resolved to call a meeting of members to consider the appointment of liquidators, the declaration of solvency will be filed with ASIC and notices calling a meeting of the members will be issued to all members.

CREDITOR'S VOLUNTARY WINDING UP

In Palmer's Company Precedents, Part 11, 1960 Edn., at p. 25, the following passage appears

"A winding up petition is a perfectly proper remedy for enforcing payment of a just debt. It is the mode of execution which the Court gives to a creditor against a company unable to pay its debts."