Members’ voluntary winding-up:

(i) Directors (both where 2 directors majority where more than 2 directors) have to make a declaration of solvency under Section 488 at the Board Meeting. This declaration together with the auditors report on the balance sheet and profit and loss account (or income and expenditure account) of the company made-up to the date of the Board Meeting shall be filed with the Registrar, the time-limit for such filing being 5 weeks before the passing of the resolution for winding-up;

(ii) Company has to pass at its meeting a special resolution (Section 484) and appoint one or more Liquidators, at this or at subsequent meeting and fix remuneration if to be paid (Section 490);

(iii) Company has to publish the said resolution in the Official Gazette as also in newspaper circulating in the district where its Registered Office is situated, within 14 days of the passage of the resolution (Section 485);

(iv) Company is required to give notice of the appointment of Liquidator to the Registrar (Section 493) and the Liquidator to separately communicate his appointment to the Registrar under Section 516;

(v) Then the Liquidator has to do the following things e.g., speedy realisation of assets, preparation of list of creditors, admission of proof, settlement of List of contributories, making of necessary calls, payment to secured creditors, payment of costs, payment of preferential claim, etc.;

(vi) Liquidator has to call general meeting at the end of each year under Section 496;

(vii) Liquidator has to file with the Registrar a Statement as required by Section 551, where the winding-up is not concluded within one year after its commencement;

(viii) Liquidator has to call final meeting for the purpose of dissolution of the company, and for that matter to proceed according to the provisions contained in Sections 497 and 498.