Voluntary winding up compliance supports dissolution, with books preservation and liquidator expenses ordered as ancillary directions.

Compliance with the requirements for voluntary winding up, including filing of the necessary declarations, notices and final accounts, justified dissolution under Section 497 of the Companies Act, 1956 where the record also showed no prejudice to members or public interest. The Court accepted the report and ordered the company to be dissolved. It further directed the voluntary liquidators to preserve the books of account for five years from the report date and required the directors to meet the Official Liquidator's report-related expenses.

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Issues: (i) Whether, on scrutiny of the record in a voluntary winding up, the company should be dissolved under Section 497 of the Companies Act, 1956. (ii) Whether directions should be issued to preserve the books of account and pay the expenses of the Official Liquidator.

Issue (i): Whether, on scrutiny of the record in a voluntary winding up, the company should be dissolved under Section 497 of the Companies Act, 1956.

Analysis: The report and annexed records showed compliance with the statutory requirements governing voluntary winding up, including the filing of declarations, notices, final statement of accounts, and receipt of no objection from the Registrar of Companies. The Court also noted that the affairs of the company did not appear to have been conducted in a manner prejudicial to the interests of its members or to public interest.

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

Issue (ii): Whether directions should be issued to preserve the books of account and pay the expenses of the Official Liquidator.

Analysis: Since dissolution was granted, ancillary directions were required to protect the records of the dissolved company and to meet the Official Liquidator's report-related expenses.

Conclusion: The voluntary liquidators were directed to preserve the books of account for five years from the date of the report, and the directors were directed to pay Rs. 10,000/- towards the Official Liquidator's expenses.

Final Conclusion: The report was accepted, dissolution was ordered, and consequential directions were issued in relation to record preservation and costs.

Ratio Decidendi: Where the materials on record show compliance with the requirements for voluntary winding up and no prejudice to members or public interest, the Court may order dissolution under Section 497 of the Companies Act, 1956 and issue appropriate ancillary directions.

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