Members' voluntary liquidation compliance leads to winding up and deemed dissolution after statutory requirements are satisfied.

A members' voluntary liquidation under the Companies Act, 1956 was found to have complied with the statutory requirements, including declaration of solvency, special resolution, appointment and change of liquidator, publication of notices, filing of accounts and final return, and holding of the final meeting. No-objection was received from the Registrar of Companies and the Income Tax Department, and the Official Liquidator was satisfied that the company's affairs had not been conducted prejudicially to members or the public interest. On that basis, the company was directed to be wound up and deemed dissolved from the date of filing of the petition.

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Issues: Whether the company in members' voluntary liquidation had complied with the statutory requirements for voluntary winding up and was liable to be dissolved.

Analysis: The petition was moved by the Official Liquidator under the provisions governing voluntary winding up under the Companies Act, 1956. The record showed filing of the declaration of solvency, passing of the special resolution for voluntary winding up, appointment and change of voluntary liquidator, publication of the winding-up resolution and notice of appointment in newspapers and the Official Gazette, filing of the liquidator's accounts and final return, holding of the final meeting, and receipt of no-objection from the Registrar of Companies and the Income Tax Department. The Official Liquidator also expressed satisfaction that the affairs of the company had not been conducted in a manner prejudicial to the interests of its members or the public interest.

Conclusion: The statutory requirements having been complied with, the company was directed to be wound up and deemed dissolved with effect from the date of filing of the petition.

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