As
per the provisions of Section 304(1)(b) of the Companies Act, 2013a company may
be wound up voluntarily if the company passes a special resolution that the
company be wound up voluntarily.
per the provisions of Section 304(1)(b) of the Companies Act, 2013a company may
be wound up voluntarily if the company passes a special resolution that the
company be wound up voluntarily.
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As
per the provisions of Section 305(1) of the Companies Act, 2013 Where it is
proposed to wind up a company voluntarily, its director or directors, or in
case the company has more than two directors, the majority of its directors,
shall, at a meeting of the Board, make a declaration verified by an affidavit
to the effect that they have made a full inquiry into the affairs of the
company and they have formed an opinion that the company has no debt or whether
it will be able to pay its debts in full from the proceeds of assets sold in
voluntary winding up.
per the provisions of Section 305(1) of the Companies Act, 2013 Where it is
proposed to wind up a company voluntarily, its director or directors, or in
case the company has more than two directors, the majority of its directors,
shall, at a meeting of the Board, make a declaration verified by an affidavit
to the effect that they have made a full inquiry into the affairs of the
company and they have formed an opinion that the company has no debt or whether
it will be able to pay its debts in full from the proceeds of assets sold in
voluntary winding up.
Draft Board
Resolution for Voluntary Winding Up
RESOLVED THAT the consent of the Board of
directors of the Company be and is hereby accorded to voluntarily wind up the
affairs of the Company in accordance with the provisions of section 304(1)(b)
of the Companies Act, 2013 subject to the approval of members in general
meeting.
directors of the Company be and is hereby accorded to voluntarily wind up the
affairs of the Company in accordance with the provisions of section 304(1)(b)
of the Companies Act, 2013 subject to the approval of members in general
meeting.
RESOLVED FURTHER
THAT the Board
of directors have made a pragmatic assessment of the affairs of the company and
have reasonable grounds to form the opinion that the company will be able to
pay its debts in full within a period of one year after realising the assets
belonging to the Company.
THAT the Board
of directors have made a pragmatic assessment of the affairs of the company and
have reasonable grounds to form the opinion that the company will be able to
pay its debts in full within a period of one year after realising the assets
belonging to the Company.
RESOLVED FURTHER
THAT the
Declaration of Solvency alongwith an affidavit to verify the declaration, and
auditor’s report thereon, a draft of which as placed before the Board duly
initialed by the chairman for the purpose be and is hereby considered and
approved and all the directors of the company be and are hereby authorised to
sign the declaration and affidavit and to file the same to the Registrar of
Companies.
THAT the
Declaration of Solvency alongwith an affidavit to verify the declaration, and
auditor’s report thereon, a draft of which as placed before the Board duly
initialed by the chairman for the purpose be and is hereby considered and
approved and all the directors of the company be and are hereby authorised to
sign the declaration and affidavit and to file the same to the Registrar of
Companies.
RESOLVED FURTHER
THAT Shri __________
of the company be and is hereby authorised to do all such acts, deeds and
things as may be required to implement the above said decision of the Board and
to issue the notice of the extra ordinary general meeting as placed before the
Board duly initialed by the Chairman for the purpose of identification.
THAT Shri __________
of the company be and is hereby authorised to do all such acts, deeds and
things as may be required to implement the above said decision of the Board and
to issue the notice of the extra ordinary general meeting as placed before the
Board duly initialed by the Chairman for the purpose of identification.
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