FW: ప్రణాళిక-క్రమశిక్షణ-శ్రీ మోక్షగుండం విశ్వేశ్వరయ్య

ప్రణాళిక-క్రమశిక్షణ<http://sakhamurisreenivas.blogspot.com/2010/06/blog-post_4236.html>
[cid:image001.jpg@01CB93E9.C5671000]<https://blogger.googleusercontent.com/img/b/R29vZ2xl/AVvXsEiBxV5GZUWaT1HoZZEQmdD7EBXLX6fZdk_ZmESEOc4Dx39yMh8xWOdxqwXBxUM3hFti7N5lqF8y11vUe6-tm08KG5Fh0DZ42bK6V516zGmSbLRS3zPS34FCIqKsmofoilCP48xC-gpP_j8/s1600/sir+mv.jpg>

మనం నిర్దేశించుకున్న పనిని వెంటనే, ఏమాత్రం ఆలస్యం చేయకుండా మొదలుపెట్టడం సరైన పద్ధతే... కానీ, దానివల్ల విజయవంతంగా అ పనిని పూర్తిచేయలేకపోవచ్చు. కాస్త ఆలస్యమైనా చక్కటి ప్రణాళిక వేసుకుని , క్రమశిక్షణతో చేసినప్ప్పుడు పని ఎంత క్లిష్టమైనా సునాయాసంగా పూర్తవుతుందనేది వాస్తవం.


ఓ ప్రముఖుడి జీవితంలోని కొన్నిఘట్టాలను పరిశీలిద్దాం. ఆయన ఒకసారి తన స్వగ్రామానికి వెళ్ళాడు. అక్కడ ఉన్న ప్రాథమిక పాఠశాలను సందర్శించి, విద్యార్ధులకు మిఠాయిలు కొనిపెట్టమని

ఉపాధ్యాయునికి డబ్బునిచ్చాడు. కానీ ఆ ఉపాధ్యాయుడు, " విద్యార్ధులకు మీ విలువైన సందేశమివ్వండి." అని విజ్ఞప్తి చేశాడు. అప్పటికి ఏవో నాలుగు మాటలు చెప్పినా ఆ ప్రముఖుడికి సంతృప్తి కలుగలేదు. ముందస్తు ప్రణాళిక లేకుండా ప్రసంగించాల్సి వచ్చినందుకు బాధపడ్డాడు. కొద్దిరోజుల తర్వాత మళ్ళీ అదే పాఠశాలకు వచ్చి ఎంతో ఉత్సాహంగా ప్రసంగించి వెళ్ళాడు. అప్పుడు ఆయన చక్కటి ప్రణాళికతో ప్రసంగానికి సిద్ధమై వచ్చాడు మరి!


1947 లో ఈయన అఖిల భారత ఉత్పత్తిదారుల సంఘానికి అధ్యక్షుడిగా ఓ కార్యక్రమంలో ప్రసంగించాల్సి వచ్చింది. విడిదిగృహంలో తెల్లవారుఝామున నాలుగు గంటలకే లేచి స్నానం ఆచరించి, చక్కటి వస్త్రధారణతో ఆ రోజు చెప్పబోయే ప్రసంగాన్ని చదువుకోసాగాడు. అదే విడిదిలో ఉన్న ఇతర ప్రముఖులు ఆయన క్రమశిక్షణ, ప్రణాళికాబద్ధమైన ఆచరణను గమనించి ఎంతో ఆశ్చర్యపోయారు.


చక్కటి ప్రణాళిక వేసి క్రమశిక్షణతో పూర్తిచేయడం కేవలం ప్రసంగాలకే పరిమితం కాదు. అసాధ్యం అనుకున్న ఎన్నో నిర్మాణాలను అవలీలగా పూర్తి చేయించిన ఘనుడాయన. కృష్ణరాజసాగర్ ఆనకట్ట, గంధపుతైలం-గంధపుసబ్బు పరిశ్రమలు, భద్రావతి ఇనుము-ఉక్కు పరిశ్రమ, మైసూర్ విశ్వవిద్యాలయం, స్టేట్ బ్యాంక్ ఆఫ్ మైసూర్,... లాంటి ప్రతిష్టాత్మక సంస్థలకు ఆద్యుడాయనే! కర్ణాటక రాష్ట్రం పారిశ్రామికంగా ముందుకు వెళ్ళడానికి కారణం ఆ ప్రముఖుడి ప్రణాళికాబద్దమైన కృషే. తన 102 సంవత్సరాల వయస్సులో ఏనాడుకూడా క్రమశిక్షణ తప్పని ఉత్తమవ్యక్తి, మహామనిషి. ఆయనెవరో కాదు... అందరూ గౌరవంగా 'సర్ ఎం.వి.' అని పిలుచుకునే ప్రపంచ ప్రఖ్యాత ఇంజినీర్ శ్రీ మోక్షగుండం విశ్వేశ్వరయ్య.


ఇంతకీ ప్రణాళిక లేకుండా ఏ పనీ చేయలేమా? చేయొచ్చు... కానీ, అది మార్గం తెలియని ప్రయాణం లాంటిది. గమ్యానికి ఎంతో ఆలస్యంగా చేరుతాము. ఒక సాధారణ ఇంజినీర్ 60 సంవత్సరాలలో చేయించగలిగిన పనిని 'సర్ ఎం.వి.' 6 సంవత్సరాలలోనే సాధించాడు. దీనికి కారణం చక్కటి ప్రణాళికను అనుసరించడమే! ప్రణాళికను చిత్తశుద్ధితో అమలు పరిచేందుకు అవసరమైన అంశం... క్రమశిక్షణతో పనిని నిర్వర్తించడం. క్రమశిక్షణ మనలోని శక్తిసామర్ధ్యాలను వెలికి తీస్తుంది. ఎప్పటికప్పుడు పనులను పూర్తిచేయించి మానసికఒత్తిడి లేకుండా చేస్తుంది. ఫలితంగా క్రమశిక్షణ కలిగిన వ్యక్తులు చక్కటి శారీరక ఆరోగ్యాన్ని కూడా కలిగి ఉంటారు. 'సర్. ఎం.వి.' రోజుకు పద్దెనిమిది గంటలు పనిచేస్తూ ఉండేవారు.


మరి మీలో ఎంత క్రమశిక్షణ ఉంది? ఒక్క అంశానికైనా ప్రణాళికను తయారు చేసుకుంటున్నారా? పాఠశాలలో బోధింపబడ్డ అంశాలు ఏరోజుకారోజు చదవడం ఉత్తమమైన ప్రణాళిక. మరి మీరు దాన్ని ఆచరిస్తున్నారా? పరీక్షల ముందు మాత్రమే చదివితే ఒత్తిడి తప్ప ఫలితముండదు. ప్రణాళిక ప్రకారం చదివేవ్యక్తులు పాఠ్యాంశాలను అవలీలగా పూర్తిచేయడమేగాక, ఆసక్తి ఉన్న ఇతర అంశాలలో కూడా ప్రావీణ్యం సంపాదిస్తారు. ఎలాంటి ప్రణాళిక లేని వ్యక్తి క్రికెట్ మ్యాచ్ లను వీక్షించడానికి, స్నేహితులతో వ్యర్ధప్రసంగాలకు,.. సమయాన్ని వృధా చేసుకుని పరీక్షలొచ్చాక చింతిస్తాడు.
కేవలం పాఠ్యాంశాలకే కాదు, దైనందిన కార్యక్రమాలను కూడా ప్రణాళిక ప్రకారం పూర్తి చేస్తూ క్రమశిక్షణను అందిపుచ్చుకోండి. అది మీ శారీరక, మానసిక ఆరోగ్యంలో మార్పు తెచ్చి మిమ్ములను గొప్పవారిని చేస్తుంది

Thanks,

Srinivasa Rao Kilaru
9966278111
P Please Avoid usage of plastic covers, save environment

Winding up of Company

Winding up of Company

Section 425 of the Companies Act, 1956, deals with the winding up of companies.

Winding up of company is

* a legal procedure to dissolve the company and
* put an end to its life.
* The company ceases to be a 'going concern'.

The term winding up is defined as,

'the process by which the life of a company is ended and its property is administered for the benefit of its members and creditors.' During the process of winding up, the assets of the company are sold and all the debts of the company are paid off.

An administrator, called the liquidator, is appointed to take control of the winding up process of the company.

If any surplus is left, the liquidator would distribute it among the owners of the company in accordance to their rights. In case the assets are insufficient, the owners may have to compensate if the agreement so specifies.

Any company does its business under the regulations set by the Act. It needs to follow the provisions of the act and work in accordance to the memorandum and articles set to govern the company's activities. It has to consider the interests of its owners, creditors as well as the public.

If the company trespasses any of the provisions of the act, it may lead to winding up of the company.

A company may have to face winding up proceedings on many accounts.

by a tribunal (through court) or

* voluntarily by the members of the company.
* sick or potentially sick company can file a petition for voluntary winding up of company.
* The company must seek clearance for closure from the government.
* referred to the BFIR can be wound-up after the order is passed by the board.
* Once the amount of settlement (assets minus liabilities) is determined, permission of RBI is taken to make the final settlement to the owners of the company.

Compulsory winding up of a company may arise owing to many issues.

* Winding up application can be filed against the company on the grounds of unlawful activities, or
* inability to pay the debts, or
* reports are not filed as provided or
* not followed memorandum and articles etc. It is greatly affected by the circumstances and facts of the case.

However, in the view of public, winding up of company is seen as the company being financially not good. So, the company must try to avoid the situations which lead to a wrong impression on the minds of the public.

After the entire affair is completed, the company is dissolved and its name is removed from the register of companies. The company's legal personality comes to an end and it ceases to exist. As per Section 425 of the Act, the modes of winding up are:

1. Winding up by the court.
2. Voluntary winding up,
* Members' Voluntary winding up.
* Creditors' Voluntary winding up.
3. Winding up subject to supervision of the court.

Winding up by the court.

A company may be wound up by the court in following situations. Here, the court means "High Court".

1. If the company itself, has passed a special resolution in the general meeting to wound up its affairs. Special resolution means, resolution passed by three-fourth (3/4") of the members present.
2. If there is a default, in holding the statutory meeting or in delivering the statutory report to the Registrar.
3. A company which is limited by shares, and a company limited by guarantee having share capital, is required to hold a " Statutory meeting" of its members, within six months, and after one month, from the date of commencement of it's business. A statutory report of the meeting so held shall also be forwarded to the registrar. [ sec 165 (1) & (5)]
4. If the company fails to commence it's business within one year from the date of it's incorporation, or suspends it's business for a whole year.
5. A company limited by shares, has to obtain a "certificate of commencement" of business from the registrar. Unless it obtains such certificate, it cannot carry on it's business operation.
6. If the number of members, in a public company is reduced to less than seven, and in case of private company less than two.
7. The statutory requirement of minimum number of members in a public company is seven, and in case of private company, it is two (sec 12)
8. If the company is unable to pay its debits; where the financial position of the company is, such, that it has more liabilities than assets, and after disposing off the assets, it is still unable to extinguish it's liabilities, it means that company is unable to pay it's debts.
9. If the court, itself is of the opinion that the company should be wound up.

The court may form such an opinion, if it comes to the knowledge of court that, the company is mismanaged, or financially unsound, or carrying an illegal operations etc.

Relevant Points

Who Can Apply To Court, For Winding Up Petition?( SEC 439)

Following persons can apply to the court, for petition for winding up:

* The company itself
* The creditor
* Any Contributory
* Registrar
* Any person authorized by central government, in case of oppression or mismanagement (397)

What Orders, The Court May Pass ?(SEC 443)

The court may pass any one of the following orders on hearing the winding up petition.

1. Dismiss it, with or without costs
2. Make any interim order, as it thinks fit, or
3. Pass an order for winding up of the company with or without costs.

Consequences of court passing an order for winding up :

If the court is satisfied, that sufficient reasons exist in the petition for winding up, then it will pass a winding up order. Once the winding up order is passed, following consequences follow :

1. Court will send notice to an official liquidator, to take change of the company. He shall carry out the process of winding up, ( sec. 444)
2. The winding up order, shall be applicable on all the creditors and contributories, whether they have filed the winding up petition or not.
3. The official liquidator is appointed by central Government ( sec. 448)
4. The company shall relevant particulars, relating to, assets, cash in hand, bank balance, liabilities, particulars of creditors etc, to the official liquidator. ( sec. 454)
5. The official liquidator shall within six months, from the date of winding up order, submit a preliminary report to the court regarding :
* Particulars of Capital
* Cash and negotiable securities
* Liabilities
* Movable and immovable properties
* Unpaid calls, and
* An opinion, whether further inquiry is required or not ( 455)

The Central Govt. shall keep a cognizance over the functioning of official liquidator, and may require him to answer any inquiry. (463)

Stay Order

Where, the court has passed a winding up order, it may stay the proceedings of winding up , on an application filed by official liquidator, or creditor or any contributory. (466)

DISSOLUTION OF COMPANY (481)

Finally the court will order for dissolution of the company, when :

1. the affairs of the company are completely wound up, or
2. the official liquidator is unable to carry on the winding up procedure for want of funds.

APPEAL : 483

An appeal from the decision of court, will lie before that court, before whom, appeals lie from any order or decision of the former court in cases within it's ordinary jurisdiction.

Voluntary winding up,

A company may voluntarily wind up itself, either by passing

By passing Resolution:

in the general meeting of the company

by ordinary resolution, purpose of formation has completed, or time limit has expired.

Or

By special resolution

Members voluntarily winding up

Directors of the company shall call for a Board of Directors Meeting, and make a declaration of winding up, accompanied by an Affidavit, stating that;

* The company has no debts to pay, or
* The company will repay it's debts; if any, within 3 years from the commencement of winding up, as specified in declaration (488)

Who shall carry out the winding up procedure? & What shall be the procedure?

* The company shall appoint one or more liquidators, in a general meeting, who shall look after the affair of winding up procedure, and distribution of assets. [ 490 (1)]
* The liquidator so appointed, shall be paid remuneration for his services, which shall also be fixed in general meeting [490 (2)]
* The company shall also give notice of appointment of liquidator to the registrar within ten days of appointment (493)
* Once the company has appointed liquidator, the powers of Board of Directors, Managing Director, and Manager, shall cease to exists. (491)
* The liquidator is generally given a free hand, to carry out the winding up procedure, in such a manner, as he thinks best in the interest of creditors, and company.
* In case, the winding up procedure, takes more than one year, then liquidator will have to call a general meeting, at the end of each year, and he shall present, a complete account of the procedure, and position of liquidator (496)

When affairs of the company are fully wound up

The liquidator shall take the following steps, when affairs of the company are fully wound up : (497)

1. Call a general meeting of the members of the company, a lay before it, complete picture of accounts, wining up procedure and how the properties of company are disposed of.
2. The meeting shall be called by advertisement, specifying the time, place and object of the meeting.
3. The liquidator shall send to, the Registrar and official Liquidator copy of account, within one week of the meeting.
4. If from the report, official liquidator comes to the conclusion, that affairs of the company are not being carried in manner prejudicial to the interest of it's members, or public, then the company shall be deemed to be dissolved from the date of report to the court.
5. However, if official liquidator comes to a finding, that affair have been carried in a manner prejudicial to interest of member or public, then court may direct the liquidator to investigate furthers.

Creditors Voluntarily Winding Up

* Where the resolution for winding up has been passed, but the Board of Directors are not in a position to give a declaration on the liability of company, they may call a meeting of creditors, for the purpose of winding up. (500)
* It is the duty of Board of Directors, to present a full statement of company 's affairs, and list of creditors alongwith their dues, before the meeting of creditors. [500 (3)]
* Whatever resolution, the company passes in creditor's meeting, shall be given to the Registrar within ten days of it's passing. (501)

Who shall carry out the winding up procedure ? & At shall be the procedure ?

* Company in the general meeting [ in which resolution for winding up is passed] , and the creditors in their meeting, appoint liquidator. They may either agree on one liquidator, or if two names are suggested, then liquidator appointed by creditor shall act. ( 502)
* Any director, member or creditor may approach the court, for direction that ;
* Liquidator appointed in general meeting shall act, or
* He shall act jointly with liquidator appointed by creditor, or
* Appointing official liquidator, or
* Some other person to be appointed as liquidator. [502 (2)]
* The remuneration of liquidator shall be fixed by the creditors, or by the court. (504)
* On appointment of liquidator, all the power of Board of Directors shall cease. (505)
* In case, the winding up procedure, takes more than one year, then he will have to call a general meeting, and meeting of creditors, at the end of each year, and he shall present, a complete account of the procedure, and the status / position of liquidation (505).

When affairs of the company are fully wound up ( 509)

The liquidator shall take the following steps, when affair of the company are fully wound up:

1. Call a general meeting, and meeting of creditors, and lay before it, complete picture of accounts, winding up procedure and how the properties of company are disposed of .
2. The meeting shall be called by advertisement, specifying the time, place and object of the meeting.
3. The liquidator shall send to the Registrar and official liquidator copy of account, within one week after the meeting.
4. If from the report, official liquidator comes to the conclusion, that affairs of the company are not being carried in manner prejudicial to the interest of it' s members or public, then the company shall be deemed to be dissolved, from the date of report to the court.
5. However, if official liquidator comes to a finding, that affairs have been carried in a manner prejudicial to intent of members or public, then court may direct the liquidator to investigate further.

Distribution of property of company on voluntarily winding up [ both members and creditors voluntarily winding up]

Once the company is fully wound up, and assets of the company sold or distributed, the proceedings collected are utilized to pay off the liabilities. The proceedings so collected shall be utilized to pay off the creditors in equal proportion . Thereafter any money or property left, may be distributed among members according to their rights and interests in the company.

Winding Up Subject To Supervision Of Court

* Winding up subject to supervision of court, is different from "Winding up by court."
* Here the court only supervise the winding up procedure. Resolution for winding up, is passed by members in the general meeting. It is only for some specific reasons, that court may supervise the winding up proceedings. The court may put up some special terms and conditions also.
* However, liberty is granted to creditors, contributories or other to apply to court for some relief. (522)
* The court may also appoint liquidators, in addition to already appointed, or remove any such liquidator. The court may also appoint the official liquidator, as a liquidator to fill up the vacancy.
* Liquidator is entitled to do all such things and acts, as he thinks best in the interest of company. He shall enjoy the same powers, as if the company is being wound-up voluntarily.
* The court also may exercise powers to enforce calls made by the liquidators, and such other powers, as if an order has been made for winding up the company altogether by court. ( 526)

Priority Indisposing Liabilities [529 A & 530]

When the company is wound up, by any mode, the liabilities shall be discharged in following priority.

1. Workman's dues.
2. Debts due to secured creditors, in case of insolvency.
3. All ---------, taxes, cesses and rates due from the company to the central government or a state govt.
4. All wages and salary of any employee due within four months.
5. All -------- holiday remuneration becoming payable to any employee.
6. All such debts shall be paid in full. If assets are insufficient to meet them, they shall abate in equal proportions.

Money Received By Liquidator (553)

Apart from an official liquidator, every liquidator appointed by company or court to carry on the winding up procedure, shall deposit the money is received by him in a scheduled bank, to the credit of a special banking account opened by him.

Apart from a normal company, registered under the companies Act, 1956 there are other companies as well winding up procedure for these companies are bit different from a company registered under companies Act.

These companies are :-

1. Unregistered Companies(583)

In simple words, an unregistered company, is a company which is not registered or covered under provisions of companies Act. 1956 ( 582)

An unregistered company, cannot be wound up voluntarily, or, subject to super vision of court.

However, the circumstances, in which unregistered company may be wound up, are as follows :

* If the company, is dissolved, or has ceased to carry on business, or is carrying on business only for the purposes of winding up, it's affairs,
* If the company is unable to pay it's debt
* If the court is of opinion, that it is just and equitable, that the company, should be wound up. A creditor, contributory, or company itself by filing a petition, or any person authorized by central government may institute winding up proceedings.

In respect to other aspects, the same provisions and procedure shall follow, as in winding up of registered company.

A foreign company, carrying on business in India, which has been dissolved , may be wound up, as unregistered company.

2. Foreign Companies(584)

A foreign company, is a company which is incorporated outside India, and having a place of business in India.

Winding up of such companies is only limited to the extent of it's assets in India. In respect of assets and business carried outside India, Indian courts has no jurisdiction.

Winding up of a foreign company can only be made through court.

Even if the company had been dissolved or ceased to exist in the country of it's incorporation, winding up order in this country can be made.

Even if a foreign company has been wound up according to foreign law, the courts in India still protect the Indian Creditors. The surplus assets, after paying the creditors, should be distributed among the share holders equally in the same proportion, as the assets ---- to the total issued and paid up capital.

Pendency of a foreign liquidation does not affect the jurisdiction to make winding up order. The Assets can be of any nature and do not take to be in the ownership of the company and can come from any Source [(1944) 2 All.E.R. 556]

As, for persons claiming to be creditors, their presence, itself is sufficient. It is not required to be shown, that company carried on business operations from any place of business in India.

3. Government Company

A Govt. company, means a company, in which 51% or more of, shares are held by a govt. company

Winding up procedure for a government company registered under the companies Act, 1956, is nearly similar to normal winding up procedure.

However, courts, take interest of public into consideration, and priority is given to them, as a govt. company is main function is to provide services to public.

Thanks,

Srinivasa Rao Kilaru
9966278111
P Please Avoid usage of plastic covers, save environment