Winding up

Q-1 : What does winding up of a company mean?

Ans of Q-1 :

A company which decides not to be in business any more or to discontinue its operations for various reasons may go for winding up.

The part-V of the companies Act-1994 spells out in through details the various ways of winding up.

Winding up means the ending of a company’s existence it brings the life of companies artificial personality and legal existence.

Winding up or liquidation is the process by which the assets are collected and realized, the liabilities discharges and the met supplies if any is distributed according to articles of association.

The finality is dissolution a company being wound up may be either is solvent or insolvent.

A company is not dissolved immediately at the commencement of winding up, its corporate status And powers continues and thus winding up proceeds dissolution.

Q-2 : Under what circumstances shall a court order winding up of a company ?

Ans of Q-2 :

Reasons for winding up a company:

A company may winding up for the following reasons amongst many others :

a) Tails to pay its debts.

b) Carries with illegal or ultra virus act.

c) Object of the company have been accomplished.

d) Impossible to carry out for main object.

e) Meets with any situation for which it becomes bound to dissolve.

f) Sold the business or undertaking to another company.

Q-3 : Whats are the different modes of winding up of companies.

Ans of Q-3 :

Section 234 provides the modes of winding up which are as follows’:

1. Winding up by the court compulsory winding up .
2. Voulentary winding up, and

1. Member winding up
2. Creditors winding up.

1. Winding up ,subject to supervision of the court.
   Q-4 : Sate the grounds for compulsory winding up of a company by the court.
   Ans of Q-4 :
   Sate the consequences of compulsory winding up.
   According to section 241 a company may be wound up by court for the following reasons:

1. Special resolution,
2. Defaults in holding statutory meeting,
3. Failure to commence business,
4. Reduction in membership.
5. Inability to pay debts ,
6. Just an equitable.
   
   
   
   
   Q-5 : Discuss the circumstances under which a company may voluntarily be wound up.
   Ans of Q-5 :
   According to section 286 following are the cases for voluntary winding up-

1. By ordinary resolution –

1. Duration of the company by the articals expires .
2. Event (if any ) Occurs , on the happening of which the articals provide then dissolved

1. By special resolution,
2. By Extra-Ordinary resolution for Debt.
   Section 316 provides that when a company has by special or extraordinary resolution resolved to winding up voluntarily, the court may make an order that the voluntarily winding up shall continue, but subject to such supervisions of court, and with such liberty for creditors ,contributories or other to apply to the court , and generally on such terms and conditions as the court thinks just.
   Q-6 : Distinguish between members voluntary winding up vs. Creditors voluntary winding up ?
   Ans of Q-6 :

S.L.	Members voluntary winding up	Creditors voluntary winding up
1)	Declaration of Insolvency ,	No declaration of insolvency.
2)	Usually initiated by special resolution,	Initiated by Extra-Ordinary resolution,
3)	No meeting of creditors is held.	Meeting of creditors is required whenever meeting of contributors is held.
4)	No committee of inspection	The creditors appoint committee of inspection.
5)	Such winding –up is controlled by the members of the company.	Such winding up is controlled by creditors of the company.

Q-7: Who may apply for a winding up.

Ans of Q-7 :

Section 245 provides that the following persons may submit petition for winding up of the company under certain conditions :

1. The company itself,
2. All the contributories either alone or severally,
3. Creditors, present or future either alone or together,
4. Members or creditors : or together, And
5. Registrar of Joint Stock companies.
   
   
   Q-8 : Discuss preferential payment for winding up ?
   Ans of Q-8 :
   A company during its winding up process must have regard to the debts it has and pay the creditors in the following preferential order :

1. In a winding up there shall be paid in priority all other debts –

1. All revenue , Taxes, cesses  and rates whether to govt. or to a local authority within the twelve months.
2.  Wages or Salaries within two months not exceeding Tk.1000 per month for each clerk or servant.
3. Wages of labor ,not exceeding tk.500 within two months.
4. Work means compensation in case of death or disablement of any officer or employee.
5. Provident fund ,gratuity fund ,pension fund or any other fund for the welfare of the employee.
6. Expenses of any investigation in compliance with clause © of section 195 of this act.

1. The foregoing debts shall-

1. Rank equally among them and be paid in full,unless the assets are insufficient.
2. When assets are insufficient ,Holders of debenture under any floating charge is paid according out of any property comprised in or subject to that cheque.
        C)  Subject to retention of such money as is required for costs or expenses winding up , the foregoing debts shall be discharged forthwith so far as the assets are available Sec.325
   Any proprietor distained any property or goods of the company have first charge an then for his outstanding dues section 325 (4).
   Q-9 : Creditor voluntary winding up and procedures ?
   Ans of Q-9 :
   When the dissectors does not make any declaration stating that they have assessed the assets of the company that the company is capable enough to pay its debts. It is Called creditors voluntary winding up under section 290 (3).
   Following are the procedures which should be followed in case of a creditors voluntary winding up :

1. A meeting of the creditors to be summoned at which the resolution for voluntary winding up will be held.
2. Notice of the said meeting in the manner provided in Sec.289.
3. The directors must provided a full statement of the position of companies affairs together with a list of the creditors claim before the meeting of the creditors sec-298 (3)(a).
4. Creditors and contributors may nominated for liquidators ,if not same,The creditors choice will stand valid sec.-299.
5. Creditors and contributors each may nominate five members for inspection team, reason with creditors veto cannot be eligible unless bless with the order of the court Sec. 300.
6. Committee of inspection fixes the remuneration of the liquidator Sec 301(1).
7. Liquidator will cause to call the general meeting if the winding up takes more than one year Sec. 304.
8. Creditor’s power will be ceased on the appointment of a liquidator Sec 301(2).
9. Liquidators will cause to call the final meeting and dissolution providing notice giving at least one –month notice & provided time accounts and all necessary reports Sec 305 (1-2).
10. Within one week of the meeting send notice to the registrars ,who shall forth with register it and declare the company dissolved after expiry of three months sec.305 (3-4).
    Q-10 :Whats the procedure members voluntary winding up ?
    Ans. of Q-10 :
    Where the majority of directors declare by swearing an affidavit that the company is solvent voluntary winding up by the members .
    The following are the procedures for a members voluntary winding up of a company:

1. Pass a resolution in a general meeting Sec.84 & 85.
2. When a resolution is already passed whether extraordinary or special , a notice must be published in company official gazette and in daily news papers with in Ten (10) days of such decision.
3. Majority of directors declare by swearing an affidavit that they have assessed the affairs and properties and the company is solvent enough to pay of its all debts and shall not take more then three years to be to creditors , sec.290.
4. Convene a general meeting, appoint a liquidator, fix his remuneration and vest all the right & duties with him. Sec.292.
5. If the winding takes more than one year ,The liquidator shall call the annual General meeting every subsequent year in case of failure a fine of maximum tk.5000. Sec. 84(11)
6. Liquidator shall call the final meeting for dissolution by an advertisement in official gazette and news papers notifying time .agenda and venue one month prior to the meeting within a week after the meeting prior to the meeting within a week after the meeting.The liquidator shall submit a copy of the accounts and a return to registrar .on expiration of three months will declare the company dissolved.
   Dissolution be delayed and such must also conveyed to the registrar within 21 days of making the petition and its approval. Sec.296 (1-5).
   
   
   Q-11 : Duties of the official liquidator ?
   Ans. of Q-11 :
   The followings are the duties of an official liquidator when it is a wound up by the court :

1. He shall cause to keep all the minutes of general and other meetings and accounts in proper order from the inception of his appointment and submit those to the court at least twice every year.
2. As per Sec.226 (2) he may call for meeting with creditors and the contributories.
3. After service of notice and meeting the creditors he prepare a list of creditors and their creditors as well against the company.
4. After satisfying and meeting the demands of the creditors he will distribute the net surplus assets amongst the members proportionately.
   
   
   Q-12 :In which ground the Registrar of Joint Stock Company can present a petition for winding up a company?
   Ans. of Q-12 :
   Petition for winding up by the Registrar:
   Under the following grounds as contained in Section - 197(b) the Registrar of Joint Stock Companies and firms can present a petition for winding up a company as per Section-204 of CA 1994:

1. That the business of the company is being conducted with intent to defraud its creditors, members, any other persons or otherwise for a fraudulent or unlawful purposes; or
2.  That the persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members; or
3. That the members of the company have not been given all the information with respect to its affairs which they might reasonably expect.
   
   
   Q-13 : What are the liabilities of contributories as present and past members in case of winding-up of a company?
   
   
   Ans. of Q-13 :
   
   
   Section 235 states that
   1. In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following, that is to say:-

1. A past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up;
2.  A past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
3. A past member shall not be liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
4. In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect to which he is liable as a present or past member;
5. In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up;
6. Nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted or whereby the funds of the company are alone made liable in respect of the policy or contract;
7. A sum due to any member of a company in his character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company payable to that member in a case of competition between himself and any other creditor who is not a member of the company.
   
   
   2. In the winding up of a company limited by guarantee which has a share capital, every member there of shall be liable to pay the following amounts namely:

1. The amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and
2. An amount to the extent of any sums unpaid on any shares held by him.
   
   
   Q-14 : What’s will be procedure Winding up secondary companies as THE INSURANCE ACT, 1938 (ACT NO. IV OF 1938) 26th February, 1938.
   Ans of Q-14 :
   57. (1) Where the insurance business or any part of the insurance business of an insurance company has been transferred to another insurance company under an arrangement in pursuance of which the first mentioned company (in this section referred to as the secondary company) or the creditors thereof has or have claims against the company to which such transfer was made (in this section referred to as the principal company then, if the principal company is being wound up by or under the supervision of the Court, the Court shall (subject as hereinafter mentioned) order the secondary company to be wound up in conjunction with the principal company and may by the same or any subsequent order appoint the same person to be liquidator for the two companies and make provision for such other matters as may seem to the Court necessary with a view to the companies being wound up as if they were one company.
   (2) The commencement of the winding up of the principal company shall, save as otherwise ordered by the Court, be the commencement of the winding up of the secondary company.
   (3) In adjusting the rights and liabilities of the members of the several companies among themselves the Court shall have regard to the constitution of the companies and to the arrangements entered into between the companies in the same manner as the Court has regard to the rights and liabilities of different classes of contributories in the case of the winding up of a single company or as near thereto as circumstances admit.
   
   (4) Where any company alleged to be secondary is not in process of being wound up at the same time as the principal company to which it is alleged to be secondary, the Court shall not direct the secondary company to be wound up, unless, after hearing all objections (if any) that may be urged by or on behalf of the company against its being wound up, the Court is of opinion that the company is secondary to the principal company and that the winding up of the company in conjunction with the principal company is just and equitable.
   
   
   (5) An application may be made in relation to the winding up of any secondary company in conjunction with the principal company by any creditor of, or person interested in, the principal or secondary company.
   (6) Where a company stands in the relation of a principal company to one insurance company and in the relation of a secondary company to some other insurance company or where there are several insurance companies standing in the relation of secondary companies to one principal company, the Court may deal with any number of such companies together or in separate groups as it thinks most expedient upon the principles laid down in this section.
   
   
   Q-15 : Who are authorized to make an application to the court for the winding up of a company?
   Tabulate the difference between the winding up of a company and the dissolution of a
   partnership. How does the winding up affect the position of servants and the Directors of the company?
   Ans of Q-15 :
   Application to the Court for winding-up:
   
   
   According to Section 239, the winding-up of a Company may be done in any one of the following three ways:
   1. Compulsory winding up by court;
   2. Voluntary winding up by the members or by creditors;
   3. Voluntary winding up under the supervision of the court.
   
   
   In above all cases winding up may be made by the application of:
   
   
   i. Any member of the Company with the special resolution;
   ii. Any member of the Company with the Extra-ordinary resolution;
   iii. The regulatory authority in case of default in filing the statutory meeting, report, etc.
   iv. Any creditors/members if the Company is unable to pay its debts.
   
   
   Winding up and dissolution or a partnership firm

Point of difference	Winding up of a company	Dissolution of partnership Firm
Meaning of winding up/ dissolution	The activities of the company is ended	Dissolution of partnership among all the partners
Related laws	Companies act 1994	Partnership Act 1932
Liability of the owner	Liability is limited	Liability is unlimited
Distribution of assets	As per companies Act	As per partnership deed
Cause of winding up/ dissolution	By the death of a member it is not wound up. Because it has perpetual subsection	Partnership will dissolved by the death of a partner

Winding up affecting the position of officers

As per Section - 252(3), a winding-up order by the court executed as a dismissal or discharge of the servant of the Company. Such discharge relieves the servant from all obligations under his contract of service. The power of the directors is also usually cease on the winding-up of a Company.

a) Misfeasance: Under section 331, if any promoter, director, liquidator or officer of the Company has misapplied or retained money or property of the Company or has been guilty of misfeasance or breach of trust, the court may, on the application of the liquidator or of any creditor or contributory, examine into his conduct and order him to repay or restore money or property or to pay compensation.

b) Criminal Liability: Section-332 provides punishment for falsification, or fraudulent secretion of any of the books, papers of securities of the Company which is being wound-up.

Q-16 : In which ground the Registrar of Joint Stock Company can present a petition for winding up a company?

Ans of Q-16 :

Petition for winding up by the Registrar:

Under the following grounds as contained in Section - 197(b) the Registrar of Joint Stock Companies and firms can present a petition for winding up a company as per Section-204 of CA 1994:

1. That the business of the company is being conducted with intent to defraud its creditors, members, any other persons or otherwise for a fraudulent or unlawful purposes; or
2. That the persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members; or
3. That the members of the company have not been given all the information with respect to its affairs which they might reasonably expect.

Q-17 : What are the liabilities of contributories as present and past members in case of winding-up of a company.

Ans for Q-17 :

Section 235 states that

1. In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following, that is to say:-

• A past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up;
• A past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
• A past member shall not be liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
• In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect to which he is liable as a present or past member;
•  In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up;
• Nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted or whereby the funds of the company are alone made liable in respect of the policy or contract;
• A sum due to any member of a company in his character of a member, by way of dividends,profits or otherwise, shall not be deemed to be a debt of the company payable to that member in a case of competition between himself and any other creditor who is not a member of the company.

1. In the winding up of a company limited by guarantee which has a share capital, every member thereof shall be liable to pay the following amounts namely:

• The amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and
• An amount to the extent of any sums unpaid on any shares held by him.
  
  
  Q-18 : Discuss about the remedies available to a debenture holder when his/her debentures are in jeopardy.
  
  
  Ans. of Q-18 :
  
  
  If the company fails to pay interest or principal on the due date or fails to comply with any of the terms and conditions under which the debenture was issued, the debenture holder can adopt any of the following remedial measures:

1. He may file a suit for the recovery of money by sale of the assets which were charged for the payment of the money.
2. He may file an application for the appointment of a receiver by the court.
3. He may himself appoint a receiver if the terms of the debenture entitled him to do so.
4. The trustees may sell the properties charged, if such a Power is given to them under the terms of the debenture.
5. He may apply to the court for the foreclosure of the company's right to redeem the properties charged for the Payment of the money.
6. He may present Petition for the winding up of the company.
   
   
   Q-19 : Distinguish between member's voluntary winding up and creditor's voluntary winding up.
   
   
   Ans. of Q-19 :
   
   
   Members' voluntary winding up: When the company is solvent and is able to pay its debts in full, in which case it is not necessary to consult the creditors or call their meeting, then the company in general meeting must appoint one or more liquidators for winding up the affairs of the company and fix his or other remuneration. On such appointment, all the powers of the directors of the company come to an end except in so far as the company in general meeting, or the liquidator, sanctions the continuance thereof (Section 292).
   
   
   Creditors' voluntary winding up: In the case of the creditors' voluntary winding up, the company is obliged to convene a meeting of the creditors on the day on which the meeting for passing the resolution for winding up is to be held. The company must send the notices of such meeting to the creditors simultaneously with the notice of the company's meeting. The duty of the creditors of the company is to cause a full statement of the position of the company's affairs, together with a list of the creditors of the company and the estimated amount of their claims, to be laid before the creditors' meeting to be held as aforesaid. They must also appoint one of their members to preside at the meeting. At the same meeting, the creditors and the company may respectively nominate a person to be a liquidator or the purpose of the winding up. lf they each nominate a different person, the one nominated by the creditors shall be the liquidator unless, on an application of any director, member or creditor of the company made within seven days after the date of the nomination by the creditors, the Court orders that the person nominated by the company shall be the liquidator instead of or jointly with the one nominated by the creditors (Section - 299).
   
   
   Q-20 : State the modes of winding up of a company as per Company Act, 1994 [May-June’07].
   
   
   Ans of Q-20 :
   
   
   According to section 234, the winding up of a company, may be done in any one of the following three ways:
   1. Compulsory winding up by the Court
   2. Voluntary winding up b), the members or by creditors
   3. Voluntary winding up under the supervision of the court.
   
   
   
   
   Q-21 : State the circumstances in which a company may be wound up by the court ?
   
   
   Ans of Q-21 :
   
   
   As per section 241, a Company shall be wound up if the Company:
   
   
   i. Passed a special resolution for winding up of the company by court.
   ii. Fails to furnish statutory report or fails to hold statutory meeting.
   iii. Suspend its business operation for one year or fails to commence business within one year of its incorporation.
   iv. Members reduced to less than 2 or 7 for Private & Public Limited Company respectively.
   v. Unable to pay its debt.
   vi. Court is satisfied that it is just and equitable to wind-up the Company.
   
   
   Q-22 : Can a contributory present a petition for winding up of a company? When?
   
   
   Ans of Q-22 :
   
   
   A contributory shall not be entitled to present a petition for winding up a company, unless –
   (i) either the number of members is reduced in the case of a private company, below two, or, in the case of any other company, below seven; or
   (ii) the shares in respect of which he is a contributory or some of them either were originally allotted to him or have been held by him, and registered in his name for at least six months during the eighteen months before the commencement of the winding up, or have devolved on him through the death of a former holder;
   
   
   Q-23 :What are the conditions that a contingent or prospective creditor has to fulfill for hearing of his petition for winding up before the court?
   
   
   Ans of Q-23 :
   
   
   The Court shall not give a hearing to a petition for winding up of a company by a contingent or prospective creditors until such security for costs has been given as the Court thinks reasonable and until a prima facie case for winding up has been established to the satisfaction of the Court.
   
   
   Q-24 :Discuss the circumstances on which the court orders for winding up of a Company on "just and equitable" ground ?
   
   
   Ans. of Q-24 :
   
   
   Just and equitable ground
   
   
   lf the Court is of opinion that it is just and equitable if the company should be wound up, the company would be wound up compulsorily .The interpretation of just and equitable clause depends on the facts of each case, the Court may order winding up of a company in case of just and equitable ground :

1. When the object for which it was incorporated has substantially failed or it is impossible to carry on the business of the company except at a loss or the existing and provable assets are inadequate to meet the liabilities; or
2. When the majority of the shareholders are using their powers unfairly; or
3. Where there is a deadlock in the management of the company; or
4.  Where public interest is likely to be prejudiced; or
5. When the company was formed to carry out fraudulent or illegal business;
6. When the company is a mere bubble and does not carry on any business.
   
   
   Q-25: When a company is deemed to be unable to pay its debts and what consequences may follow for such inability of payment of debts by a company?
   
   
   Ans for Q-25 :
   
   
   The Company unable to pay its debt would fall under following consequences:
   
   
   As per section 242, under the following circumstances a Company may be treated as unable to pay its debt:

1. Any creditors issue demand notice for his receivable amount for more than Tk.5,000 and company does not take any action neglected for 3 weeks.
2. Any order passed by the court for payment but no action is taken by the company.
3. If the Court is satisfied that the company is unable to pay its debt.
   
   
   As per section 241 a company shall be wound-up compulsorily if it is unable to pay its debt. As per section 286 a Company may be wound-up voluntarily if the Company is unable to pay its debt and any extra ordinary resolution is passed for winding up of the Company.
   
   
   Q-26 :How does money paid in advance of calls rank in winding up of a company?
   
   
   Ans. for Q-26 :
   
   
   Reserve capital
   
   
   
   
   In case of reserve capital the share money is not called up until the winding-up of the company. The call money is required to meet up its winding up expenses.
   
   
   Q-27 :What is a contributory?
   
   
   Ans for Q-27 :
   
   
   Contributory
   As per section 237 of CA 1994, any person who is liable to contribute to the fund of the company as per the provision of the act to meet up its financial obligation at the time of its winding up.
   The contributory may include:

1. Any past and present directors;
2.  Any shareholders

Q-28 : To what extent are the different types of contributories liable on the winding up of a company?

Ans for Q-28 :

Extent of liabilities of different types of Contributories:

1. A past member shall not be liable to contribute if he ceased to be a member for one year before the commencement of the winding up;
2. A past member shall not be liable to contribute in respect of any debt or liability created after he ceased to be a member;
3.  A past member shall not be liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this act;
4. In case of a company limited by shares, no contributions shall be required from any member exceeding the amount of unpaid share capital; and
5. In case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount of undertaken to be contributed by him in the event of winding up.
   
   
   Q-29 : State the requirement of a liquidator to call general meeting at the end of each year according to section 295 of the Companies Act, 1994.
   
   
   Ans for Q-29 :
   
   
   Liquidator to call General Meeting
   
   
   As per section 295, in the event of the winding up of company continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up and of each succeeding year, or as soon thereafter as may be convenient within ninety days, of the close of the year, and shall lay before the meeting an account of his acts and dealings. If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding five hundred taka.
   
   
   Q-30 :What are the grounds on which a company may be compulsorily wound up?
   
   
   Ans for Q-30 :
   
   
   As per section 241 a company shall be wound up if the company:

1. Passed a special resolution for winding up of the company by court;
2. Fails to furnish statutory report or fails to hold statutory meeting;
3. Suspend its business operation for one year or fails to commence business within one year of its Incorporation.
4. Members reduced to less than 2, 7 for Private &.Public Limited Company respectively.
5. Unable to pay its debt.
6. Court is satisfied that it is just and equitable to wind-up the company.
   
   
   Q-31 :Who are authorized to make an application to the court for the winding up of a company?
   
   
   Ans for Q-31 :
   
   
   According to Section 239, the winding-up of a company may be done in any one of the following three ways:

1. Compulsory winding up by court;
2. Voluntary winding up by the members or by creditors; and
3. Voluntary winding up under the supervision of the court.
   
   
   In above all cases winding may be made by the application of:
   
   

1.  Any member of the company with the special resolution;
2.  Any member of the company with the extra-ordinary resolution;
3. The regulatory authority, in case of default in filing the statutory meeting, statutory report;
4.  Any creditors/members, if the company is unable to pay its debts.