winding up final

8/3/2019 Winding Up Final

1/36

Winding up

DEPARTMENT:MANAGEMENT SCIENCE

PROGRAM:MBA 3A

SUBJECT: CORPORATE LAW

SUBMITTED TO:SIR QAMAR ABBAS ZAIDI

SUBMITTED BY:

SIDRA NAJAM (23006)

FARYAL AFZAL (22964)

DATED: 22-12-2011


2/36

B E E M A - P A K I S T A N C O M P A N Y L I M I T E D Page 2

NAME OF INSTITUTION:BAHRIA UNIVERSITY, KARACHI

CAMPUS

DEPARTMENT:MANAGEMENT SCIENCE

PROGRAM:MBA 3A

SUBJECT: CORPORATE LAW

TOPIC: WINDING UP

REFERENCE COMPANY: BEEMA-PAKISTAN COMPANYLIMITED

SUBMITTED TO:SIR QAMAR ABBAS ZAIDI

SUBMITTED BY:

SIDRA NAJAM (23006)FARYAL AFZAL (22964)

DATED: 22-12-2011


3/36


ACKNOWLDGEMENT

First of all we would like to thank our Almighty Lord who is most

gracious and beneficent. This report covers a detailed account on

the Winding up of Beema-Pakistan Company Limited.

We are grateful of our course facilitator Sir Qamar Abbas Zaidi

who provided us the opportunity to make a report on the topic of

our interest and guided us throughout the making of it.

Last but not least, the support and cooperation of our families

was a big strength in making this report interesting for the reader

and for ourselves.

It was a pleasant experience for us making this report as we got

to know so much about the winding up of companies. The

knowledge we have gained while making this report is immense

and would go with us a long way.


4/36


5/36


LETTER OF AUTHORIZATION

December 22, 2011

Dear Students,

I, Qamar Abbas Zaidi, Professor of corporate law, authorize your group to

prepare a formal report on the topic of Winding up I will truly consider

your efforts if your group submits the term report within the due date.

The purpose of this assignment is to integrate the material you have

researched and learned about Winding up Companies into a coordinated

report and presentation and to allow students to focus on an emerging

issue.

Use both commercial and academic resources where appropriate, you

should incorporate charts and graphs to illustrate the facts you present

both in your report and PowerPoint presentation. I wish you all the best forthe successful completion of the report in the most suitable manner.

Sincerely,

Qamar Abbas Zaidi

Professor of Corporate Law, Faculty Member

Bahria University,

Karachi Campus


6/36


LETTER OF TRANSMITTAL

December 22, 2011

Mr. Qamar Abbas Ziadi

Professor, Faculty Member

Corporate Law

Bahria University, Karachi.

Respected Sir:

Report on Winding up has been prepared as part of the Corporate

Law course requirement as and when desired by you. Its an

Informative report which states the detailed account of Beema-

Pakistan Company Limited and its winding up details. It also includes

the procedure of winding up. We have tried to make it as informatoryas possible for the average reader, keeping in view the time

constraints and limitations of the knowledge we have gained so far.

We have tried to give a clear view of the Winding up.

It is hoped that the reader will find this report interesting as well as

informative and any deficiencies observed in this report would be

overviewed with due leverage for inexperience on part of the students

in writing a report of such kind for the first time.

Sincerely,

Faryal Afzal

Sidra Najam


7/36


EXECUTIVE SUMMARY

We were assigned to choose a company and analyze all its

winding up activities in detail. In order to achieve this objective

we used our analytical skills that we learned in the class and the

information we received from the company we chose.

The company that we chose was: Beema-Pakistan Company

Limited

This report is a simple guide to winding up procedures and should

be read with the relevant legislation i.e. the Companies

Ordinance, 1984 (as amended) (hereinafter called the

Ordinance) and the Companies (Court) Rules, 1997 (hereinafter

called the Rules). It summarizes steps and provides information

and procedure that apply to all types of winding up.

Later in this report, the winding up of Beema-Pakistan Company

Limited is conferred in detail. Its mode and stepwise liquidation

procedure is discussed so as to provide the reader with a betterunderstanding of the winding up or liquidation of a company as

per the provisions set by the Ordinance.


8/36


INTRODUCTION TO

WINDING UP


9/36


Definition of Winding up:

Winding up is the process by which the business of the

company is wound up & the company ceases to exist

anymore. All the assets of the company are sold & the

proceedings collected are used to discharge the liabilities on

a priority basis.

The term winding up of a company may be defined as the

proceedings by which a company is dissolved (i.e. the life of a

company is put to an end). Thus, the winding up is the process of

putting an end to the life of the company. The winding up of the

company is also called the liquidation of the company.


10/36


Process of Winding up:

The process of winding up begins after the Court passes the order for

winding up or a resolution is passed for voluntary winding up. During this

process;

the assets of the company are disposed of,

the debts of the company are paid off out of the realized assetsor from the contributories and

If any surplus is left, it is distributed among the members in

proportion to their shareholding in the company.

The company is dissolved after completion of the winding up

proceedings. On the dissolution, the company ceases to exist. So, the

legal procedure by which the existence of an incorporated company isbrought to an end is known as winding up.

Liquidator:

A person appointed to carry out the winding up of a company is called

liquidator. If the winding up is through Court, the term used for such

person is official liquidator. The duties of liquidator include; getting in

and realizing the property of the company, to pay its debts, and to

distribute the surplus (if any) among the members. The official liquidator

acts under the supervision of the Court, through a recognized reporting

system.


11/36


12/36


Consequences of Winding up:

Some important consequences of winding up

of company are:

As regards the company itself: Winding up does not mean that

the company has ceased to exist. The company exists as a

corporate entity with all the rights of such entity, with only change

that its management and administration is to be carried on through

liquidator / liquidators till the final dissolution of the company.

As regards the shareholders: A new statutory liability as

contributories comes into existence. Every transfer of shares or

alteration in the status of a shareholder, after the winding up has

commenced by the order of the Court , shall unless approved by

the liquidator , be void.

As regards the creditors:They cannot file or continue suits against

the company, except with the leave of the Court.

They cannot proceed with the execution, if they have obtained

decrees already.

They must lodge their claim and prove their debt before the

liquidator.

As regards the management: On appointment of liquidator, all

the powers of the directors, chief executive and other officers, shall

cease, except for the purpose of giving notice of resolution to windup and appointment of liquidator and filing of consent of liquidator

etc.

As regards the disposition of companys property: All such

dispositions are void unless with the leave of the Court or the

liquidator.


13/36


Modes of Winding up:

The winding up of a company may be either-

1. By the Court; or

2. Voluntary; or

3. Subject to the supervision of the Court.

1.Winding up of the company by the Court:

The winding up of a company by an order of the Court is called the

compulsory winding up.

Section 305 of the Ordinance envisages the following circumstances,

under which a company may be wound up by the Court on the petition

submitted to it:-

a. if the company has, by special resolution, resolved that the

company be wound up by the Court;

b. if default is made in delivering the statutory report to the

registrar or in holding the statutory meeting or any two

consecutive annual general meetings;

c. if the company does not commence its business within a year

from its incorporation, or suspends its business for a whole year;

d. if the number of members is reduced, in the case of private

company, below two or, below three in case of public company

and below seven in case of listed company.;

e. if the company is unable to pay its debts;


14/36


f. if the company is-

carrying on business not authorized by the memorandum;

conducting its business in a manner oppressive to any of its

members or persons concerned with the formation or promotion of

the company or the minority shareholders;

run and managed by persons who fail to maintain proper and true

accounts, or commit fraud, misfeasance or malfeasance in relationto the company; or

managed by persons who refuse to act according to the

requirements of the memorandum or articles or the provisions of

this Ordinance or fail to carry out the directions or decisions of the

Court or the registrar or the Commission given in the exercise of

powers under this Ordinance;

g. if, being a listed company, it ceases to be such company;

h. if the Court is of opinion that it is just and equitable that the

company should be wound up; or

Complete deadlock in the management of the company.

Failure of companys main object.

Recurring losses.

Aggressive or oppressive policy of majority shareholders.

Incorporation of company for fraudulent or illegal purpose.

Public interest.

If the company ceases to have a member.


15/36


Procedure for winding up of company and filing of

petition before respective High Court:

a. To pass Special Resolution by 3/4th majority of the members of

the company that the company be wound up by the Court in

case if the company itself intend to file a petition and to file the

Special Resolution on Form 26 with the registrar.

b.To prepare a list of the assets to ascertain that the company is

unable to pay its debts.

c. To prepare a list of the creditors.

d. In case of defaults in payments the creditor or creditors to make

a decision for the filing of the winding up petition.

e. In case if the Commission or Registrar or a person authorized by

the Commission intend to file a petition, they should not file apetition, for winding up of the company, unless an investigation

into the affairs of the company has revealed that it was formed

for any fraudulent or unlawful purpose or that it is carrying on a

business not authorized by its memorandum or that its business

is being conducted in a manner oppressive to any of its

management has been guilty of fraud, misfeasance or other

misconduct towards the company or towards any of its

members.

f. To engage advocates for the preparation and filing of the

petition.


16/36


2.Voluntary winding up of members of the

company:A company can be wound up voluntary;

a. on expiration of the period fixed for the duration of the

company by its Articles of Association or on occurrence of event

leading to dissolution of the company as provided in the

Memorandum and Articles of Association and company has to

pass a special resolution in general meeting for its wound upvoluntarily within five weeks of filing of declaration of solvency,

and

b.On passing of the special resolution that the company be wound

up voluntarily.

A voluntary winding up is deemed to commence at the time of

passing of the resolution for voluntary winding up. The company

ceases to carry out business just on commencement of winding up.

However, it can carry on its activities and business for beneficial

winding up of the company.


17/36


Procedure for Voluntary Wind up:

The following steps are to be taken for Members voluntary winding

up under the Provisions of the Ordinance, and the Companies Rules.

Step 1: Where it is proposed to wind up a company voluntarily, its

directors make a declaration of solvency on Form 107 prescribed

under Rule 269 of the Rules duly supported by an auditors report and

make a decision in their meeting that the proposal to this effect may

be submitted to the shareholders. They, then, call a general meeting

(Annual or Extra Ordinary) of the members (Section 362 of the

Ordinance)

Step 2: The company, on the recommendations of directors, decides

that the company be wound up voluntarily and passes a Special

Resolution, in general meeting (Annual or Extra Ordinary) appoints a

liquidator and fixes his remuneration. On the appointment of

liquidator, the Board of directors ceases to exist. (Sections 358 and

364 of the Ordinance)

Step 3: Notice of resolution shall be notified in official Gazette within

10 days and also published in the newspapers simultaneously. A copy

of it is to be filed with registrar also. (Section 361 of the Ordinance)

Step 4: Notice of appointment or change of liquidator is to be given to

registrar by the company along with his consent within 10 days of the

event. (Section 366 of the Ordinance)

Step 5: Every liquidator shall, within fourteen days of his

appointment, publish in the official Gazette, and deliver to the

registrar for registration, a notice of his appointment under section

389 of the Ordinance on Form 110 prescribed under Rule 271 of the

Rules.


18/36


Step 6: If liquidator feels that full claims of the creditors cannot be

met, he must call a meeting of creditors and place before them a

statement of assets and liabilities. (Section 368 of the Ordinance)

Step 7: A return of convening the creditors meeting together with the

notice of meeting etc. shall be filed by the liquidator with the

registrar, within 10 days of the date of meeting. (Section 368 of the

Ordinance)

Step 8: If the winding up continues beyond one year, the liquidator

should summon a general meeting at the end of each year and makean application to the Court seeking extension of time. (Section 387(5)

of the Ordinance)

Step 9: A return of convening of each general meeting together with a

copy of the notice, accounts statement and minutes of meeting

should be filed with the registrar within 10 days of the date of

meeting. (Section 369 of the Ordinance)

Step 10: As soon as affairs of the company are fully wound up, the

liquidator shall make a report and account of winding up, call a final

meeting of members, notice of convening of final meeting on Form

111 prescribed under Rule 279 of the Rules before which the report /

accounts shall be placed. (Section 370 of the Ordinance)

Step 11: A notice of such meeting shall be published in the Gazette

and newspapers at least10 days before the date of meeting. (Section370 of the Ordinance)

Step 12: Within a week after the meeting, the liquidator shall send to

the registrar a copy of the report and accounts on Form 112 prescribed

under Rule 279 of the Rules. (Section 370 of the Ordinance)


19/36


Documents required for voluntarily winding up by

members:

Special Resolution on Form-26 (prescribed under the Companies

(General Provisions and Forms) Rules, 1985 for voluntary

winding up.

Declaration of Solvency on Form 107 under the Rules.

Affidavit by Directors of the company including Chief Executiveverifying the attached auditors report, profit and loss account,

balance sheet, statement of assets and liabilities prepared from

the date of closing of last accounts till the latest practicable

date, immediately before the making of declaration.

Consent of liquidator.

A copy of Notice of resolution passed for winding up thecompany voluntarily and published in the Official Gazette.

A copy of Notice for appointment of liquidator and published in

the Official Gazette.

A copy of Preliminary report prepared by the liquidator.

Final report and accounts of the company prepared by liquidatorpresented in General meeting of shareholders after finalization

of winding up.

Notice of final meeting.

Return containing final report and accounts along with minutes

of meeting to be filed with the concerned Company Registration

Office.


20/36


3.Winding up of the company subject to the

supervision of the Court:

When a company has passed a resolution for voluntary winding up,

the Court may of its own motion or on the application of any person

entitled to apply to the Court for winding up a company, make an

order that the voluntary winding up shall continue, but subject to such

supervision of the Court, and with such liberty for creditors,

contributories or others to apply to the Court, and generally on such

terms and conditions, as the Court thinks just.

A petition for the continuance of a voluntary winding up subject to the

supervision of the Court shall, for the purpose of giving jurisdiction to

the Court over suits and other legal proceedings, be deemed to be a

petition for winding up by the Court.

The Court may, in deciding between a winding up by the Court and a

winding up subject to supervision, in the appointment of liquidators,and in all other matters relating to the winding up subject to

supervision, have regard to the wishes of the creditors or

contributories as proved to it by any sufficient evidence, but subject to

the provisions which would have been applicable had the company

been wound up by the Court.


21/36


INTRODUCTION

TO

THE ORGANIZATION


22/36


History:

Beema Pakistan Company Ltd. offers insurance services. The company

was incorporated in 1960 as Khyber Insurance Company Ltd. Through

the years, Khyber had a check red history much like the history of the

insurance industry itself in Pakistan. What is commendable was survival.

The institution withstood the turbulence, regression and stagnation in

the domestic market. It was renamed Heritage Insurance Company

Limited. In 1994 but failed to reassert its former place in the market as a

leader.

On November 22, 2000 infusion of new the capital, management, and a

new name, Beema-Pakistan has made a new debut. Its Head Office

located in Karachi, Pakistan.


23/36


Company Information:

BOARD OF DIRECTORS M. Shahnawaz Agha Chairman & Chief Executive

Jaweid Ishaque Director

Dr. Naseem Uddin Qureshi DirectorSyed Muhammad Salahuddin Director

Mirza Zaheer Agha Director

Rear Admiral (R) Syed Hamid Director

Mirza Salman Agha Director

COMPANY SECRETARY Syed Misbah Uddin Ahmed

MANAGEMENT - HEAD OFFICE

M. Shahnawaz Agha Chief Executive Officer (TMO)

Syed Misbah Uddin Ahmed Chief Financial Officer

Danish Husain Marketing Manager

Mudassar Hussain Manager Underwriting

Ather Rizvi Director Legal & Corporate Affairs

Kamal Zuberi Finance Manager


24/36


BRANCHES

Merajuddin Kardar Regional Manager, Lahore

Mohammed Umar Satti Regional Manager, Multan

Shafiq Ahmed Khan Marketing Director

Ch. Mohammed Ramzan Branch Manager, Sargodha

Farrukh Hassan Branch Manager, Quetta

AUDITORS

F.R. Merchant & Company

Chartered Accountants

Muhammadi House,

I. I. Chundrigar Road,

Karachi-74000

REGISTERED & HEAD OFFICE

412-427, Muhammadi House,

I. I. Chundrigar Road,

P.O. Box: 5626 Karachi - 74000

Phone PABX- 242-9530/32 & 34

Cable- "KHYRIN"

Fax - 242-9533


25/36


DESCRIPTION OF

THE REPORT


26/36


Winding up:

The term winding up of a company may be defined as the proceedings

by which a company is dissolved (i.e. the life of a company is put to an

end).

Grounds for Winding Up:

Section 408 provides that a company may be wound up by the court if:

(a)The company has by special resolution resolved that the company

be wound up by the court.

(b)Default is made in delivering that statutory report to thecommission or in holding the statutory meeting.

(c)The numbers of members is reduced below two.

(d)The company is unable to pay its debts.

(e)The court is of the opinion that is just and equitable that the

company should be wound up.


27/36


Persons Who May Petition For Winding up Of The

Court:

1. The company by way of resolution under section 408.

2. The creditors by way of petitions under section 408(d). The

petitioning creditor may be secured or unsecured. Also acontingent creditor may bring a petition under section 410nand

such a creditor will include one who claims for un liquidated

damages or is entitled to future rents from the company or who

holds a bill of exchange or a debenture not yet payable but not one

whose debt has been paid to the sheriff.

3. A contributory who is a person who is liable to contribute to the

assets of the company in the event of its being wound up.

4. The Trustee or the Personal Representatives.

5. The official receiver.

6. The commission

7. Receiver if authorized by debenture.


28/36


Status & Nature of Business:

In 1960, the company was incorporated under the Companies Act, 1913as a public limited company. The Company is engaged in the general

insurance business and listed on the Karachi and Lahore Stock

Exchanges.

Mode of Wind up:

The mode of wind up of Beema-Pakistan Company Limited went

through a Court wound up in year 2007.

Bankers:

Allied Bank of Pakistan Limited

Bank Alfalah Limited

KASB Commercial Bank Limited Standard Chartered Bank Limited

MCB bank Limited

My Bank Limited

NIB Bank Limited

Directors:The total number of directors of the company was 7.

Listing:

The company was a Public Limited and was listed in the Karachi Stock

Exchange.


29/36


Period of Operations:

The Beema-Pakistan Limited Company was operated for a period offorty seven years; from 1960 till 2007.

Shareholders:

There were approximately 242 shareholders of the company.

Total: Ordinary Rs. 41,683,739

Preference Shares Rs. 5,906,000

Total Shares Rs. 47,589,739

Share Capital Authorized June 30, 2007: 1,000,000

Ordinary Share Capital as on June 30, 2007: 9 40,495


30/36


31/36


g. Last, Beema-Pakistan Company Limited engages advocates for the

preparation and filing of the petition.

Portfolio of Plans of Beema-Pakistan Company

Limited:

These are the major insurance policies Beema Company was offering:

JEEAALA

SITARA

WAZIFA

DAULAT


32/36


Portfolio of Products:

MUAVIN MUAVIN JUNIOR BAZZ GULNAR

TAMEER SHAHEEN KAFEEL SIGEL

NAKHUDA DARBAN NAQD NIGRAN

MUKHBIR FALAK MUHAFIZ MAHFOOZ
http://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.phphttp://www.beemapakistan.com/baaz/index.php


33/36


ROZE-ANA MAKHZAN ZAMIN AMANAT

CONCLUSION


34/36


Beema Pakistan Company Ltd. offers insurance services. The

company was incorporated in 1960. In 1994 but failed to reassert

its former place in the market as a leader. On November 22, 2000infusion of new capital, management, and a new name, Beema-

Pakistan has made a new debut.

Beema-Pakistan Company Limited was run according to the rules

and a provision set by the Ordinance, and was wound up in the

similar manner by the court. There was no violation of rules of the

court liquidation process as stated in the Companies Ordinance.

BIBLOGRAPHY


35/36


Person Contacted:

Mr. Athar Rizvi

Director Legal & Corporate Affairs

[email protected]

Attached:

Form 26

Securities And Exchange Commission Of

Pakistan Document

APPENDIX


36/36

Related Sites :

http://www.secp.gov.pk/

http://www.beemapakistan.com/aboutus/history.php

http://www.beemapakistan.com/aboutus/board.php

http://www.beemapakistan.com/structure/risk.php

http://www.beemapakistan.com/products/index.php

http://www.beemapakistan.com/contact/index.php

http://www.beemapakistan.com/index.php

http://www.beemapakistan.com/aboutus/shareholders.php

Related Books:

Corporate laws & Secretarial Practices.

Tutorial Guide:

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Guide on Winding up / Dissolution of Companies
http://www.beemapakistan.com/aboutus/history.phphttp://www.beemapakistan.com/structure/risk.phphttp://www.beemapakistan.com/products/index.phphttp://www.beemapakistan.com/contact/index.phphttp://www.beemapakistan.com/index.phphttp://www.beemapakistan.com/index.phphttp://www.beemapakistan.com/contact/index.phphttp://www.beemapakistan.com/products/index.phphttp://www.beemapakistan.com/structure/risk.phphttp://www.beemapakistan.com/aboutus/history.php