Members' voluntary winding up compliance satisfied, allowing dissolution of the company after full statutory requirements were completed.

Members' voluntary winding up under the Companies Act, 1956 was held to be compliant where the special resolution was passed, the declaration of solvency was filed, the voluntary liquidator's appointment was published, the final meeting was duly notified, and the required affidavits and indemnity bonds were furnished. With no objection from the Registrar of Companies or the Income Tax Department, and the Official Liquidator reporting full compliance and no prejudice to members or the public, the Court found no legal impediment. The company was therefore ordered to be wound up and dissolved.

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Issues: Whether the requirements for members' voluntary winding up under the Companies Act, 1956 were complied with so as to permit dissolution of the company.

Analysis: The liquidation record showed that the members had passed the requisite special resolution, the declaration of solvency had been executed and filed, notice of appointment of the voluntary liquidator had been published, the final meeting had been duly notified, affidavits and indemnity bonds were furnished, and there was no objection from the Registrar of Companies or the Income Tax Department. The Official Liquidator reported compliance with the relevant provisions and found that the company's affairs had not been conducted prejudicially to members or the public.

Conclusion: The statutory requirements for voluntary winding up were satisfied and the company was ordered to be wound up and dissolved.

Ratio Decidendi: Where the mandatory steps for members' voluntary winding up are completed and the Official Liquidator is satisfied that there is no legal impediment, the Court may order dissolution of the company.

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