1. Winding Up through Tribunal (Compulsory Winding Up under Companies Act, 2013)

• A Public Limited Company may be wound up by the National Company Law Tribunal (NCLT) under Section 271 of the Companies Act, 2013.
  
• Grounds include:
  
  • Inability to pay debts
    
  • Acting against the interest of the sovereignty or integrity of India
    
  • Fraudulent or unlawful business
    
  • Non-filing of financial statements or annual returns for five consecutive years
    
  • It is just and equitable to wind up the company.
    
• A petition is filed by the company, creditors, Registrar of Companies, or any authorized person.
  
• NCLT appoints a Company Liquidator, and all company operations cease except for liquidation activities.
  
• The liquidator realizes assets, pays debts, and distributes the remaining assets to shareholders.
  
• On completion, NCLT passes a dissolution order, and the company is struck off by the Registrar of Companies (ROC).
  

2. Winding Up through Insolvency and Bankruptcy Code (IBC), 2016

• If the company is financially distressed or unable to pay its debts, winding up may occur under the Insolvency and Bankruptcy Code (IBC), 2016.
  
• Initiated by the company (voluntary) or by creditors (financial or operational), through an application to the NCLT.
  
• Once admitted, a moratorium is declared, and a Resolution Professional is appointed.
  
• If no resolution plan is approved within 180–330 days, NCLT orders liquidation.
  
• A Liquidator sells assets, settles liabilities in priority order, and applies for company dissolution.
  
• After completion, the company is legally dissolved and removed from the MCA register.
  

3. Voluntary Winding Up (for solvent companies without debt)

• Although replaced for most cases by IBC, solvent companies with no liabilities can apply for voluntary winding up under Section 248 of the Companies Act, 2013.
  
• Steps include:
  
  • Board and shareholder approval through a special resolution
    
  • Filing of Form STK-2 with the ROC, along with relevant documents and affidavits
    
  • Declaration of solvency by directors
    
  • ROC publishes notice and, if no objections are raised, strikes off the company
    
  • A notice of dissolution is issued in the Official Gazette.
    

4. Role of the Liquidator

• In all forms of winding up, a Liquidator is responsible for:
  
  • Taking control of company assets and books
    
  • Realizing and distributing assets
    
  • Settling debts as per the statutory order of preference
    
  • Filing regular reports with NCLT and ROC
    
  • Finalizing accounts and applying for dissolution
    

5. Effects of Winding Up

• The company ceases to conduct business, except as needed for winding up.
  
• Directors’ powers are suspended and transferred to the liquidator.
  
• The company’s name is removed from the MCA registry after legal dissolution.
  
• Creditors, employees, and stakeholders are notified and settled as per law.
  
• All legal proceedings involving the company are halted or transferred to the NCLT jurisdiction.