Voluntary winding up compliance supports dissolution where no liabilities or regulatory objections remain.

Where voluntary winding up was completed in compliance with the statutory procedure, including a declaration of solvency, special resolution, notice of the liquidator's appointment, filing of winding-up accounts, publication of final meeting notices, and placement of clearances on record, the Delhi HC treated the company's affairs as properly conducted and free from prejudice to members. The record showed recovery and distribution of assets, a no dues certificate, no objection from the Income Tax department, no objection from the Registrar of Companies, and an indemnity bond protecting the Official Liquidator against future claims. On that basis, dissolution was ordered with effect from the date of filing of the petition.

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Issues: Whether the company, after completion of voluntary winding up and compliance with the statutory requirements, should be ordered to be dissolved with effect from the date of filing of the petition.

Analysis: The statutory procedure for voluntary winding up was shown to have been followed: a declaration of solvency was executed and filed, the special resolution for voluntary liquidation was passed, the appointment of the voluntary liquidator was notified, final meeting notices were published, accounts of the winding up were filed, and supporting clearances were placed on record. The record also reflected recovery and distribution of the company's assets, a no dues certificate, a no objection from the Income Tax department, a communication from the Registrar of Companies raising no objection to dissolution, and an indemnity bond securing the Official Liquidator against future claims. On this basis, the affairs of the company were treated as having been conducted without prejudice to members' interests and fit for dissolution.

Conclusion: The prayer for dissolution was allowed and the company was ordered to be wound up and deemed dissolved with effect from the date of filing of the petition.

Ratio Decidendi: Where the statutory requirements for voluntary winding up are satisfied and no outstanding liabilities or regulatory objections remain, the court may order dissolution of the company with effect from the date of the petition.

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