Voluntary winding up compliance established, leading to dissolution after statutory requirements and final accounting were satisfied.

A company in voluntary winding up was held to have complied with the statutory requirements for dissolution under section 497 of the Companies Act, 1956. The report showed declaration of solvency, appointment and notice of the voluntary liquidator, approval and filing of the final accounts, convening of the final meeting, and no objection from the Registrar of Companies. As the company's affairs did not appear to be conducted prejudicially to members or the public interest, and the absence of assets and liabilities was supported by the record, the Court accepted the report, ordered dissolution, directed the ex-directors to bear report expenses, and required preservation of the books of account for five years.

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Issues: Whether the company in voluntary winding up had complied with the requirements for dissolution under section 497 of the Companies Act, 1956 and whether an order for dissolution, costs, and preservation of books of account should be passed.

Analysis: The report disclosed compliance with the statutory steps for voluntary winding up, including declaration of solvency, appointment and notice of voluntary liquidator, approval and filing of the final statement of accounts, convening of the final meeting, and receipt of no objection from the Registrar of Companies. The Court found that the company's affairs did not appear to have been conducted in a manner prejudicial to the interests of its members or the public interest and that the requirements of section 497 had been satisfied. The absence of assets and liabilities and the supporting documents justified acceptance of the report.

Conclusion: The company was ordered to be dissolved, the ex-directors were directed to pay Rs. 10,000 towards expenses of the report, and the voluntary liquidator was directed to preserve the books of account for five years.

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