undefined | unit 5 liquidation of company

Unit 5

Liquidation of Companies

Question Bank

Q1) Give the meaning of Liquidation of a Company or Winding up of a company.

A1) Liquidation of a company means the termination of the legal existence of a company. Under the circumstances, the assets of the company are disposed of and debts are paid, out of the amount realised from assets or from the contributions made by the members and the surplus, if any, is distributed among members in proportion to their holding.

Q.2) Mention the methods of winding up of companies.

A2) The methods of winding up of companies are:

Compulsory winding up by the court.

Voluntary winding up.

a) Member’s Voluntary winding up,

b) Creditor’s voluntary winding up.

3. Voluntary winding up under the supervision of the court.

Q.3) Who is a Liquidator?

A3) When there is liquidation of a company, one or more persons are required to be appointed specially for conducting the liquidation or winding up proceedings of the company. Such a people are called Liquidator’s. He is required to realise the assets, discharge the liabilities and distribute the surplus, if any among shareholders.

Q4) Who are Contributories?

A4) Contributories are all the present and past members of the company who are liable to jointly contribute to the assets of the company an amount sufficient for payment of its debts and liabilities, to meet the cost of liquidation and adjust the rights of contributories among themselves, in the event of liquidation of a company.

Q5)What are the functions of Liquidators?

A5) The liquidator performs certain main functions at the time of liquidation are:

To realise the assets of the company.

To collect money due from the contributories.

To distribute the amount realised from the sale of assets and amount received from contributories in the order of preference as per Rule 329 of Companies Act.

To maintain and submit the record of receipts and payments of cash to the members in the case of voluntary winding up and to the court in the case of compulsory winding up.

Q6) Give the meaning of Liquidators Remuneration?

A6) A fixed amount paid to liquidator or it is paid as a percentage on assets realised by the liquidator and / or amount paid to unsecured creditors.

Q7) What is Liquidators Final Statement of Account?

A7) At the time of Liquidation of a company, the liquidator realises all the assets and discharge the liabilities and capital. The statement prepared to record to such receipts and payments is called Liquidator’s Final Statement of Account. This statement is prepared after the affairs of the company are fully wound –up.

Q8) Give the meaning of Preferential Creditors.

A8) Creditor’s to whom following are due, as preferential creditors under Sec. 530 of the Companies Act.

all revenues, taxes, cesses and rates due from the company to the Central or a State Government or to a local authority at the relevant date and having become due and payable within the twelve months next before that date;

all wages or salary (including wages payable for time or piece work and salary earned wholly or in part by way of commission) of any employee, in respect of services rendered to the company and due for a period not exceeding four months within the twelve months next before the relevant date, and any compensation payable to any workman under any provisions of Chapter V A of the Industrial Disputes Act, 1947, provided the amount payable to any one claimant does not exceed ₹ 20,000.

Expenses of investigation

Holiday remuneration

Contribution under ESI

Workmen compensation Act

PF, Pension fund, Gratuity Fund

Q9) Mention any two examples of Preferential Creditors .

A9)

(a) Company employees, whose unpaid wages are considered the highest priority since these people have given their time and skills to a company that is no longer solvent. Included in this is any holiday pay accrued.

(b) Tort victims – In a situation where the insolvent company has a lawsuit filed against them for wrongful action against another, the victim is often assigned a position of a preferential creditor.

Q10) Who are Secured Creditors?

A10) A secured creditor is generally a bank or other asset-based lender that holds a fixed or floating charge over a business asset or assets. When a business becomes insolvent, sale of the specific asset over which security is held provides repayment for this category of creditor.

Secured creditors rank highly when it comes to receiving payment. This is because secured creditors have a charge over assets held by the company. These assets can include property, as well as vehicles, machinery and fixtures and fittings. A secured creditor stands a higher chance than most of receiving payment following liquidation. Examples of secured creditors are banks, asset-based lenders, and finance and agreement providers.

Secured creditors are then divided into two sub-categories, those with a fixed charge, and those with a floating charge.

Q11) Give the meaning of Unsecured Creditors.

A11) Unsecured creditors rank below secured creditors when it comes to receiving payment following the liquidation of a company. Unsecured creditors do not have the benefit of having a claim over a particular asset, and can include suppliers, contractors, landlords and customers.

Q12) Give the meaning of Voluntary Liquidation of a company.

A12) A company can be wound up voluntarily under the following Circumstances:

By an ordinary resolution:

Where the duration of the company was fixed by the articles and the period has expired and

Where the articles provided for winding up on the occurrence of any event and the specified event has occurred.

By a Special Resolution:

When a resolution is passed by the members in all other cases for voluntary winding up, it must be notified to the public by an advertisement in the official Gazette and in newspapers.

Q13) From the following particulars, prepare a Statement of Affairs and the Deficiency of the Equipment Ltd., which went into liquidation on December 31, 2016:

			Rs		Rs
3,000 equity shares of 100 each, Rs 80 paid-up					2,40,000
6% 1,000 preference shares of Rs 100 each fully paid-up			1,00,000
Less : Calls in arrear			(5,000)		95,000
5% Debentures having a floating charge on the
assets (interest paid upto June 30, 2016)					1,00,000
Mortgage on Land & Buildings					80,000
Trade Creditors					2,65,500
Owing for wages					20,000
Secretary’s salary (@ Rs 500 p.m.) owing					3,000
	Assets	Estimated to produce		Book value
		Rs		Rs
	Land & Building	1,30,000		1,20,000
	Plant	1,30,000		2,00,000
	Tools	4,000		20,000
	Patents	30,000		50,000
	Stock	74,000		87,000
	Investments in the hands of a
	Bank for an overdraft of Rs 1,90,000	1,70,000		1,80,000
	Book Debts	60,000		90,000

On 31st December, 2011 the balance sheet of the company showed a general reserve of Rs 40,000 accompanied by a debit balance of Rs 25,000 in the Profit & Loss Account.

In 2012 the company made a profit of Rs 40,000 and declared a dividend of 10% on equity shares. The company suffered a total loss of Rs 1,09,000 besides loss of stock due to fire of Rs 40,000 during 2013, 2014 and 2015. For 2016 accounts were not made.

The cost of winding up is expected to be Rs 15,000.

A13)

Statement of Affairs on 31 December, 2016, the date of winding up

Estimated realisable value

Assets	Rs
Assets not specifically pledged (as per list A)
Trade debtors	60,000
Stock in trade	74,000
Plant	1,30,000
Tools	4,000
Patents	30,000
Unpaid calls	5,000
	3,03,000

Assets specifically pledged (as per list B)
	Estimated Realisation	Due to Secured Creditors	Deficiency Ranking as Unsecured Creditors	Surplus carried to the last column
	Rs	Rs	Rs	Rs
Investments	1,70,000	1,90,000	20,000	50,000
Land & Building	1,30,000	80,000	20,000	50,000
	3,00,000	2,70,000
	Estimated surplus from assets specifically pledged					50,000
	Estimated total assets available for preferential creditors, debenture holders and unsecured creditors					3,53,000
	Summary of Gross Assets:
	Gross realisable value of - assets specifically charged				3,00,000
	others assets				3,03,000
					6,03,000
	Estimated total assets available for preferential creditors, debenture holders, bank overdraft and unsecured creditors brought forward					3,53,000
Gross Liabilities	Liabilities
Rs					Rs	Rs
2,50,000	Secured creditors (as per List B) to the extent to which claims are estimated to be covered by assets specifically pledge
22,000	Preferential creditors as per list C (20,000 +2,000)					22,000
	Estimated balance of assets available for
	Debenture holders, Bank & unsecured
	creditors					3,31,000

1,02,500	Debenture holders secured by a floating		(1,02,500)
	charge as per list D		(1,02,500)
	Surplus as regards debenture holders		2,28,500
	Unsecured creditors as per list E
	Estimated unsecured balance of claim of creditors partly secured on
	specific assets	20,000
	Trade creditors	2,65,500
2,92,500	Outstanding expenses	7,000	2,92,500
	Estimated deficiency as regards creditors
	being the difference between gross
	liabilities and gross assets		64,000
6,67,000
	Issued & Called up Capital:
	3,000 Equity shares or Rs 100 each, Rs 80 paid	2,40,000
	6% 1,000 preference shares of Rs 100 each fully called	1,00,000	3,40,000
	Estimated Deficiency as regards members as per list H		4,04,000

Note:

(i) The above is subject to cost to winding up estimated at Rs 15,000 and to any surplus in deficiency on trading realisation of assets.

(ii) There are 3,000 shares unpaid @ Rs 20 per share liable to be called up.

List H - Deficiency Account

Item contributing to Deficiency: Rs

Excess of capital & liabilities over assets on 1-1-2014 Nil
Net dividend & bonuses during the period Jan.-Dec. 2014 29,700
Net trading losses after charging depreciation, taxation,

interest on debentures, etc. during the same period

(Rs 1,09,000 + Rs 1,31,300) 2,40,300

4. Losses other than trading losses written off or for which

provision has been made in the books during the same

period - stock loss. 40,000

5. Estimated losses now written off or for which

provision has been made for the purpose of preparing

the statement :

Plant 70,000

Tools 16,000

Patents 20,000

Stock 13,000

Investments 10,000

Debtors 30,000 1,59,000

6. Other reducing items contributing to deficiency NIL

4,69,000

B. Items reducing Deficiency

7. Excess of assets over capital and liabilities on 1st Jan. 2012 15,000

8. Net trading profit during the period 1st Jan. 2010 to

31st Dec. 2012 40,000

9. Profit & Incomes other than trading profit during the

same period

10. Other items Deficiency - Profit expected on

Land & Building 10,000

65,000

Deficiency as shown by the statement of Affairs (A) - (B) 4,69,000

4,04,000

Working Notes :

(1) Trial Balance to ascertain the amount of loss for 2016

	Dr.	Cr.
	Rs	Rs
Land & Building	1,20,000
Plant	2,00,000
Tools	20,000
Patents	50,000
Stock	87,000
Investments	1,80,000
Debtors	90,000
Equity Capital		2,40,000
6% Preference share capital		95,000
5% Debentures		1,00,000
Interest Outstanding		2,500
Mortgage on Land & Building		80,000
Trade Creditors		2,65,500
Owing for Wages		20,000
Secretary’s Salary		3,000
Managing Director’s Salary		6,000
Bank Overdraft		1,90,000
Profit & Loss Account on 1-1-2014	1,23,700
	8,70,700	10,02,000
Loss for the year (balancing figure)	1,31,300	-
	10,02,000	10,02,000

Q14)

X Co. Ltd. went into voluntary liquidation on 1st April, 2017. The following balances are extracted from its books on that date :


Capital		Machinery	90,000
24,000 Equity Shares of Rs 10 each	2,40,000	Leasehold properties	1,20,000
Debentures (Secured by floating charge)	1,50,000	Stock	3,000
Bank overdraft	54,000	Debtors	1,50,000
Creditors	60,000	Investments	18,000
		Cash in hand	3,000
		Profit and loss account	1,20,000

	5,04,000		5,04,000

The following assets are valued as under:

	Rs
Machinery	1,80,000
Leasehold properties	2,18,000
Investments	12,000
Stock	6,000
Debtors	1,40,000

The bank overdraft is secured by deposit of title deeds of leasehold properties. There were preferential creditors amounting Rs 3,000 which were not included in creditors

Rs 60,000.

Prepare a statement of affairs to be submitted to the meeting of members/creditors.

A14)

Statement of Affairs of X Co. Ltd. on the 1st day of April, 2017

Assets not Specifically Pledged:					Estimated realisable values
Cash in Hand					3,000
Investments					12,000
Debtors					1,40,000
Stock					6,000
Machinery					1,80,000
					3,41,000
Assets specifically pledged :
	(a)	(b)	(c)	(d)
	Estimated Realisable Value	Due to Secured Creditors	Deficiency ranking as unsecured	Surplus carried to last column
	Rs	Rs	Rs	Rs
Leasehold Property	2,18,000	54,000	-	1,64,000
	Estimated Surplus from Assets Specifically pledged				1,64,000
	Estimated total assets available for Preferential creditors, debentures holders secured by floating charge, and unsecured creditors				5,05,000
	Summary of Gross assets
	Gross realisable value of assets
	Specifically Pledged 2,18,000
	Other Assets 3,41,000
	Gross Assets 5,59,000
Rs	Gross Liabilities(to be deducted from surplus or added to deficiency as the case may be)
	Secured creditors to the extent to which claims are estimated to be covered by assets
54,000	Specifically pledged
3,000	Preferential creditors				(3,000)
	Balance available for Debenture Holders				5,02,000
1,50,000	Debentures (Payment)				(1,50,000)
	Balance available for Creditors				3,52,000
60,000	Creditors				(60,000)
2,67,000	Estimated surplus as regards creditors [being difference between gross assets (d) and gross liabilities (e)]				2,92,000
	Issued and called up capital 24,000 equity shares of Rs 10 each				2,40,000
	Estimated surplus as regard members				52,000

Q15)

M. Ltd. resolved on 31st December 2016 that the company be wound up voluntarily. The following was the trial balance extracted from its books as on that date:

	Rs	Rs
Equity shares of Rs 10 each		2,00,000
9% Preference shares of Rs 10 each		1,00,000
Plant (less depreciation w/o Rs 85,000)	2,15,000
Stock in trade	2,50,000
Trade receivables	55,000
Trade payables		75,000
Bank balance	74,000
Preliminary Expenses	6,000
Profit & Loss A/c (balance on 1st January, 2016)		30,000
Trading loss for the year 2016	24,000
Preference dividend for the year 2016	6,000
Outstanding Expenses (including mortgage interest)		25,000
4% Mortgage loan		2,00,000
Total	6,30,000	6,30,000

On 1st January, 2017 the liquidator sold M. Ltd.’s Plant for Rs 2,05,000 and stock in trade for Rs 2,00,000. The sale was completed in January, 2017 and the consideration satisfied as to Rs 2,62,200 in cash and as to the balance in 6% Debentures of the purchasing company issued to the liquidator at a premium of 2%.

The remaining steps in the liquidation were as follows:

The liquidator realised Rs 52,000 out of the book debts and the cost of collection amounted to Rs 2,000.

The loan mortgage was discharged on 31st January, 2017 along with interest from 31st July, 2016. Creditors were discharged subject to 2% and outstanding expenses excluding mortgage interest were settled for Rs 2,000;

On 30th June 2017 six month’s interest on debentures was received from M. Ltd.

Liquidation expenses amounting to Rs 3,000 and liquidator’s remuneration of 3% on disbursements to members were paid on 30th June, 2017 when:

The preference shareholders were paid out in cash; and

The debentures on M. Ltd. and the balance of cash were distributed ratably among the equity shareholders.

Prepare the Liquidator’s Statement of Account showing the distribution.

A15)

M. Ltd. (in liquidation)

Liquidator’s Statement of Account from 1st January, 2017 to 30th June, 2017

Reciepts	Rs	Rs	Payments	Rs	Rs
Balance at Bank Realisation from:		74,000	Liquidator’s remuneration (3% on Rs 2,43, 398) Liquidation		7302*
Trade receivables M. Ltd. -		52,000
Rs 1,40,000 6%			Expenses		3,000
Debentures	1,42,800		Loan on mortgage with Accrued interest**		2,04,000
Cash	2,62,200	4,05,000
6 month’s interest on debentures		4,200	Creditors including Outstanding		75,500
			Expenses
Equity shareholders		5,35,200	Return contributors :
Less: Cost of			6% Preference share-
Collection of Debts		(2,000)	Holders Rs 10 per share		1,00,000
			6% Debentures	1,42,800
			Cash (03 P. approx.) per share	598	1,43,398

Total		5,33,200	Total		5,33,200

*3/103 × 2,50,700 (i.e. Rs 5,32,000 less payments made to all creditors)

**It is assumed that loan is secured by a floating charge.

Q16)

Prakash Processors Ltd. went into voluntary liquidation on 31st December, 2016 when their Balance Sheet read as follows:—

Liabilities	Rs
Issued and subscribed capital :
5,000 10% cumulative preference shares
of Rs 100 each, fully paid	5,00,000
2,500 equity shares of Rs 100 each, Rs 75 paid	1,87,500
7,500 equity shares of Rs 100 each, Rs 60 paid	4,50,000
15% Debentures secured by a floating charge	2,50,000
Interest outstanding on Debentures	37,500
Creditors	3,18,750
	17,43,750
Assets
Land and Building	2,50,000
Machinery and Plant	6,25,000
Patents	1,00,000
Stock	1,37,500
Trade receivables	2,75,000
Cash at Bank	75,000
Profit and Loss A/c	2,81,250
	17,43,750

Preference dividends were in arrears for 2 years and the creditors included Preferential creditors of Rs 38,000.

The assets realised as follows :

Land and Building Rs 3,00,000; Machinery and Plant Rs 5,00,000; Patents Rs 75,000; Stock Rs 1,50,000; Trade receivables Rs 2,00,000.

The expenses of liquidation amounted to Rs 27,250. The liquidator is entitled to a commission of 3% on assets realised except cash. Assuming the final payments including those on debentures is made on 30th June, 2017 show the liquidator’s Statement of Account.

A16)

Prakash Processors Limited

Liquidator’s Statement of Account

Receipts	Rs	Rs	Payments	Rs	Rs
To Assets realised -			By Liquidation expenses		27,250
Bank		75,000	By Preferential creditors		38,000
To Other assets:			By Liquidator’s		36,750
Land etc.	3,00,000		Remuneration (W.N.1)
Machinery etc.	5,00,000		By Debenture holders:
Patents	75,000		Debentures	2,50,000
Stock	1,50,000		Interest accrued	37,500
Trade receivables	2,00,000	12,25,000	Interest 1/1/17-30/6/17	18,750	3,06,250
To Call on equity shareholders (7,500 × Rs 2.65) (1)		19,875	By Unsecured creditors		2,80,750
			To Preferential Shareholders :
			Preference capital	5,00,000
			Arrear of Dividend	1,00,000	6,00,000
			By Equity Shareholders
			(Rs 12.35 per share on 2500 shares)		30,875
Total		13,19,875	Total		13,19,875

Working Notes:

Liquidator’s remuneration 12,25,000 × 3/100 =Rs 36,750

As the company is solvent, interest on the debentures will have to be paid

for the period 1-1-2017 to 30-6-2017 (250000 x 15% x 6/12) = Rs 18,750

3. Total equity capital - paid up Rs 6,37,500

Less : Balance available after payment to unsecured and

preference shares (13,00,000 — 12,89,000) Rs(11,000)

Loss to be borne by 10,000 equity shares Rs6,26,500

Loss per share (626500/10000) Rs 62.65

Hence, amount of call on Rs 60 paid up share (60-62.65) Rs 2.65

Refund to share on Rs 75 paid up share (75-62.65) Rs 12.35

Q17)

The following is the Balance Sheet of Confidence Builders Ltd., as at 30th Sept. 2016:

Liabilities		Rs	Asset	Rs
Share Capital			Land and Buildings	1,20,000
Issued : 11% Pref. Shares			Sundry Current Assets	3,95,000
of Rs 10 each		1,00,000	Profit and Loss Account	38,500
10,000 equity shares of			Debenture Issue
Rs 10 each, fully paid up		1,00,000	expenses not written off	2,000
5,000 equity shares of
Rs 10 each, Rs 7.50 per
share paid up		37,500
13% Debentures		1,50,000
Mortgage Loan		80,000
Bank Overdraft		30,000
Creditors for Trade		32,000
Income-tax arrears :
(assessment concluded
in July 2012)
Assessment year 2014- 2015	21,000
Assessment year 2015- 2016	5,000	26,000
		5,55,500		5,55,500

Mortgage loan was secured against land and buildings. Debentures were secured by a floating charge on all the other assets. The company was unable to meet the payments and therefore the debenture holders appointed a Receiver for the Debenture holders brought the land and buildings to auction and realized Rs 1,50,000. He also took charge of Sundry assets of value of Rs 2,40,000 and realized Rs 2,00,000. The Bank Overdraft was secured by a personal guarantee of two of the Directors of the Company and on the Bank raising a demand, the Directors paid off the due from their personal resources. Costs incurred by the Receiver were Rs 2,000 and by the Liquidator Rs 2,800. The Receiver was not entitled to any remuneration but the liquidator was to receive 3% fee on the value of assets realised by him. Preference shareholders had not been paid dividend for period after 30th September 2014 and interest for the last half year was due to the debenture holders. Rest of the assets were realised at Rs 1,00,000.

Prepare the accounts to be submitted by the Receiver and Liquidator.

A17)

Receiver’s Receipts and Payments Account

		Rs			Rs
Sundry Assets realised	1,50,000	2,00,000	Costs of the Receiver	-	2,000
Surplus received from			Preferential payments
mortgage			Creditors paid Taxes
Sale Proceeds of land and building			raised within 12 months		26,000
Less: Applied to discharge of mortgage loan	(80,000)	70,000	Debentures holders Principal Interest for half year	1,50,000 9,750	1,59,750
			Surplus transferred to the Liquidator		82,250
Total		2,70,000	Total		2,70,000

Liquidator’s Final Statement of Account

	Rs			Rs
Surplus received from		Cost of Liquidation		2,800
Receiver	82,250	Remuneration to Liquidator (1,00,000 x 3%)		3,000
Assets Realised	1,00,000	Unsecured Creditors :
Calls on Contributories :		for Trade	32,000
On holder of 5,000		Directors for payment
at the rate of		of Bank O/D
Rs 2.17 per share	10,850		30,000	62,000
		Preferential Shareholders:
		Principal	1,00,000
		Arrears of
		Dividends	22,000	1,22,000
		Equity shareholder :
		Return of money to
		contributors to holders
		of 10,000 shares at 33
		paise each		3,300
	1,93,100			1,93,100

Working Note:

Call from partly paid shares
Deficit before call from Equity Shares (1,82,250 — 1,89,800)	(7,550)
Notional call on 5,000 shares @ 2.50 each	12,500
Net balance after notional call	4,950
No. of shares deemed fully paid	15000
Refund on fully paid shares (4950/15000)	0.33 paise
Calls on party paid share (2.50 - 0.33)	2.17

Q18) Unlucky Limited went into liquidation. Its assets realised by ₹ 2, 10,000 excluding the amount realised by the sale of securities held by secured creditors. From the following prepare Liquidator’s Final Statement of Account.

Secured creditors ₹ 17,500 (security realized ₹ 20,000), Preferential creditors ₹ 3,000,

Unsecured Creditors ₹ 1,00,000,

Debentures (having floating charges on assets) ₹ 1, 25,000. Liquidation expenses ₹ 2,500,

Liquidator’s Remuneration is 3 % on amount paid to unsecured creditors.

A18) Liquidator’s Final Statement of Account

Receipts	₹	Payments	₹
Assets Realized	2,10,000	Liquidation expenses	2,500
Surplus from secured creditors [ ₹ 20,000 - ₹ 17,500]	2,500	Liquidator’s Remuneration	2,476
		Debentures having Floating charge	1,25,000
		Preferential creditors	3,000
		Unsecured Creditors (Balance amount)79,524/1,00,000= 0.7952 in a Rupee	79,524
	2,12,500		2,12,500

Note: if the problem is silent on preferential creditors, then we have to exclude preferential creditors while taking total payments amount.

Working Note: 1

Calculation of Liquidators Remuneration excluding preferential creditors:

Total Receipts = ₹ 2,12,500

(-) Total payments upto secured charges [₹ 2,500 + ₹ 1,25,000] = ₹ 1,27,500 Amount available to unsecured creditors before remuneration 85,000

Liquidators Remuneration = ₹

85,000×3 = ₹ 2,476

100 + 3

= amount available to unsecured creditors x 3/100+3

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