Members' voluntary winding up requires full statutory compliance before dissolution and cessation of corporate existence

Where the mandatory steps for members' voluntary winding up are completed, including the special resolution, appointment of the voluntary liquidator, declaration of solvency, final meeting after due notice, approval of winding-up accounts, and filing of the required no-objection certificates and indemnities, dissolution follows. The Official Liquidator's verification and satisfaction that the statutory requirements were met and that the company's affairs were not conducted prejudicially supported dissolution. The company was therefore treated as dissolved with effect from the date of filing of the petition, and the voluntary winding-up process was regarded as completed in accordance with law.

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Issues: Whether the company, after completion of voluntary winding up and compliance with the statutory requirements, was liable to be dissolved.

Analysis: The petition was presented under the statutory framework governing members' voluntary winding up. The record showed that the special resolution was passed, a voluntary liquidator was appointed, the declaration of solvency was filed, the final meeting was convened after the requisite notices, the winding-up accounts were approved, and the requisite no-objection certificates and indemnities were placed on record. The Official Liquidator verified the materials and recorded satisfaction that the provisions governing voluntary winding up had been complied with and that the affairs of the company were not conducted prejudicially.

Conclusion: The statutory preconditions for dissolution were satisfied and the company was ordered to be dissolved with effect from the date of filing of the petition.

Final Conclusion: The voluntary winding-up process having been completed in accordance with law, the company ceased to exist as a legal entity from the effective date of dissolution.

Ratio Decidendi: Where the mandatory steps for members' voluntary winding up are duly completed and the Official Liquidator is satisfied that statutory compliance has been made, the company is liable to be dissolved under the Companies Act, 1956.

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