Members' voluntary winding up compliance led to dissolution, record preservation directions, and reimbursement of liquidation expenses.

Where a company has completed members' voluntary winding up and the record shows compliance with the declaration of solvency, notice, final accounts, final meeting and registrar's no-objection, Section 497 of the Companies Act, 1956 permits dissolution because no prejudice to members or public interest was shown. The Court also treated preservation of company records as necessary after dissolution and directed the voluntary liquidator to keep the books of account for five years from the date of dissolution. It further accepted reimbursement of the Official Liquidator's report-related office expenses and directed the directors to pay the stated amount within four weeks.

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Issues: (i) whether the company, having completed members' voluntary winding up and complied with the relevant requirements, was liable to be dissolved under Section 497 of the Companies Act, 1956; (ii) whether directions were warranted for preservation of the company's books of account for five years from dissolution; and (iii) whether the directors were liable to reimburse the Official Liquidator's office expenses incurred for filing the report.

Issue (i): whether the company, having completed members' voluntary winding up and complied with the relevant requirements, was liable to be dissolved under Section 497 of the Companies Act, 1956.

Analysis: The report showed compliance with the voluntary winding up procedure, including declaration of solvency, appointment and notice of the voluntary liquidator, approval of the final accounts, holding of the final meeting, and receipt of no-objection from the Registrar of Companies. On scrutiny, the Court found that the requirements under Section 497 and the connected rules had been complied with and that the affairs of the company were not stated to have been conducted in a manner prejudicial to members or public interest.

Conclusion: The company was ordered to be dissolved under Section 497 of the Companies Act, 1956 from the date of submission of the report.

Issue (ii): whether directions were warranted for preservation of the company's books of account for five years from dissolution.

Analysis: While granting dissolution, the Court considered it necessary to protect the company records after winding up and to ensure their availability for the stipulated period following dissolution.

Conclusion: The voluntary liquidator was directed to preserve the books of account for five years from the date of dissolution.

Issue (iii): whether the directors were liable to reimburse the Official Liquidator's office expenses incurred for filing the report.

Analysis: The Court accepted that the Official Liquidator had incurred expenses in making the report and that reimbursement was in the circumstances.

Conclusion: The directors were directed to pay Rs. 10,000 towards office expenses to the Official Liquidator within four weeks.

Final Conclusion: The report was allowed and the company was dissolved with ancillary directions for record preservation and payment of expenses.

Ratio Decidendi: Where the statutory requirements for members' voluntary winding up are satisfied and the company's affairs are not shown to be prejudicial to members or public interest, the Court may order dissolution and issue consequential directions for preservation of records and recovery of reasonable liquidation expenses.

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