Debenture is defined by Section 383 (First Schedule) of the Companies Act, Act 992, as a written acknowledgement of indebtedness by a company in respect of a loan made or to be made to it or any other person, or money deposited or to be deposited with the company, etc., setting out the terms and conditions of a loan.
Debenture holders, non-membership of the company, are no bar against the issue to them debenture certificates or the debenture stock, which are, after all, documents of title to the amount lent to the company.
Section 85(1) of the Companies Act, Act 992, provides that within two (2) months after the allotment of any of its debentures, a company shall deliver to the registered holder thereof, the debentures or a certificate of the debenture stock under the common seal of the company.

(a) Consequences of a winding-up process
The winding-up process may be defined as the death certificate of the company and the striking of the company’s name off the register by the Registrar and notify the same in the gazette under Section 288 of the Act as representing the burial of the company.
The company is obliged to cease operations from the commencement of the winding-up except insofar as may be required for the beneficial winding up of the company. The corporate state of the company, that is, its legal personality as well as its corporate powers, continue until the company is dissolved.
Where a company is being wound up by way of a private liquidation, every invoice, order, or business letter bearing the name of the company, issued by or on behalf of the company or any liquidator of the company or any receiver or manager of any property of the company must contain a statement that the company is being wound up.
A private liquidation is deemed to commence at the time of the passing of the requisite resolution. Within 14 days after the passing of the resolution, the Registrar must be furnished with a copy of the resolution, which must be published in the gazette.

(b) Characteristics of a floating charge
There is the need for the candidate to first state what floating charges are, as found in section 90(1) of the Companies Act, Act 992.
According to section 90(1) of the Companies Act, a “Floating Charge” is an equitable charge over the whole or a specified part of a Company’s undertaking and assets, both present and future. It is, however, that the charge shall not preclude the company from dealing with such assets until the security becomes enforceable or a court appoints a receiver/manager of such assets on the application of the holder, or the company goes into liquidation.
Three (3) characteristics of a floating charge are:

• A floating charge implies an equitable charge on the assets of a company for the time being.
• It attaches to the property in varying conditions.
• It remains dormant until it crystallizes.