Voluntary winding up compliance supports dissolution where statutory requirements are met and no prejudice to members or public interest appears.

Voluntary winding up was found to comply with the statutory requirements under the Companies Act, 1956: the declaration of solvency was made, the voluntary liquidator was appointed and published, the final accounts were approved and filed, the final members' meeting was completed, and no-objection was received from the concerned authorities. As no prejudice to members or the public interest was apparent, the statutory basis for dissolution was satisfied. The company was ordered to be dissolved, the ex-directors were directed to pay the filing expenses to the Official Liquidator, and the voluntary liquidator was directed to preserve the books of account for five years.

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Issues: Whether the company, having completed voluntary winding up and complied with the statutory requirements, ought to be dissolved and ancillary directions issued regarding costs and preservation of books of account.

Analysis: The record showed compliance with the declaration of solvency, appointment and publication of the voluntary liquidator, approval and filing of the final statement of accounts, convening and completion of the final meeting of members, and receipt of no-objection from the concerned authorities. On scrutiny, the affairs of the company did not appear to have been conducted in a manner prejudicial to the interests of its members or the public interest. The statutory conditions for dissolution under the Companies Act, 1956 were therefore satisfied.

Conclusion: The company was ordered to be dissolved. The ex-directors were directed to pay the filing expenses to the Official Liquidator, and the voluntary liquidator was directed to preserve the books of account for five years.

Final Conclusion: The report was accepted on merits and the voluntary winding up process culminated in dissolution with consequential directions as to expenses and record preservation.

Ratio Decidendi: Where the statutory requirements governing voluntary winding up are shown to have been complied with and no public or member prejudice is apparent, dissolution may be ordered with appropriate ancillary directions.

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