Voluntary liquidation compliance supports dissolution even where an outstanding tax demand remains subject to the process.

Voluntary liquidation under the insolvency framework was found compliant where the directors' solvency declaration, members' special resolution, public notice, intimation to the Registrar and the Board, preliminary and final reports, and completion of asset realisation and distribution were all established. With no creditor claims received and no adverse material found, the outstanding income tax demand did not prevent dissolution, which could be ordered subject to that liability. The Tribunal therefore treated the statutory requirements as satisfied and directed the corporate person to stand dissolved.

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Issues: Whether the corporate person satisfied the statutory requirements for voluntary liquidation and whether its dissolution could be ordered under the insolvency framework.

Analysis: The record showed compliance with the voluntary liquidation procedure, including the directors' declaration of solvency, the special resolution of members, public announcement inviting claims, intimation to the Registrar of Companies and the Board, preparation of preliminary and final reports, and completion of realization and distribution of assets. No claims were received from creditors, and no adverse material was found against the company. The outstanding income tax demand was noted, but the Tribunal treated the matter as not defeating the liquidation where the process had otherwise been duly completed and the order could be made subject to the outstanding liability.

Conclusion: The statutory conditions for voluntary liquidation were satisfied and dissolution was warranted.

Final Conclusion: The company was directed to stand dissolved, and the petition was allowed and disposed of.

Ratio Decidendi: Where the requirements of voluntary liquidation under the insolvency law are complied with and the affairs of the company have been fully wound up with assets liquidated, the Adjudicating Authority may order dissolution of the corporate person.

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