Members' voluntary winding up declaration remains valid despite later-discovered omission, if the assets and liabilities statement is fairly and reasonably described.

A declaration of solvency in a members' voluntary winding up is not invalid merely because the accompanying statement of assets and liabilities later proves to contain an omission or error. The court construed the statutory phrase in context and held that section 283(2)(b) does not demand absolute perfection or complete accuracy; it is sufficient if the statement is fairly and reasonably describable as one of assets and liabilities. That interpretation was supported by the surrounding winding-up provisions, the liquidator's duties if insolvency emerges, the prescribed form of the declaration, and the penal consequences that would follow a rigid reading. The claim based on alleged omission of a material liability therefore failed.

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Issues: Whether a declaration of solvency in a members' voluntary winding up is invalid under section 283(2)(b) of the Companies Act, 1948 unless the accompanying statement of assets and liabilities is substantially accurate and complete, so that an omission of a material liability renders the declaration of no effect.

Analysis: The phrase "a statement of the company's assets and liabilities" was construed in the context of the statutory scheme governing members' voluntary winding up and creditors' voluntary winding up. The Court held that the subsection does not require perfection or absolute completeness. A statement is enough if it is fairly and reasonably describable as a statement of assets and liabilities, even though errors or omissions may later emerge. This reading was supported by the surrounding provisions, including the liquidator's duties where insolvency becomes apparent, the statutory form prescribed for the declaration, and the penal consequences that would otherwise arise from a rigid construction. A strict construction would create uncertainty and retrospective invalidation of the winding up on the discovery of any omission, which Parliament was not taken to have intended.

Conclusion: The declaration of solvency was not invalidated by the alleged omission, and the claim based on section 283(2)(b) failed.

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