318. Final meeting and dissolution of company
(1) As soon as the affairs of a company are fully wound up, the Company
Liquidator shall prepare a report of the winding up showing that the property and assets of
the company have been disposed of and its debt fully discharged or discharged to the
satisfaction of the creditors and thereafter call a general meeting of the company for the
purpose of laying the final winding up accounts before it and giving any explanation therefor.
(2) The meeting referred to in sub-section (1) shall be called by the Company Liquidator
in such form and manner as may be prescribed.
(3) If the majority of the members of the company after considering the report of the
Company Liquidator are satisfied that the company shall be wound up, they may pass a
resolution for its dissolution.
(4) Within two weeks after the meeting, the Company Liquidator shall—
(a) send to the Registrar—
(i) a copy of the final winding up accounts of the company and shall make
a return in respect of each meeting and of the date thereof; and
(ii) copies of the resolutions passed in the meetings; and
(b) file an application along with his report under sub-section (1) in such manner
as may be prescribed along with the books and papers of the company relating to the
winding up, before the Tribunal for passing an order of dissolution of the company.
(5) If the Tribunal is satisfied, after considering the report of the Company
Liquidator that the process of winding up has been just and fair, the Tribunal shall pass an
order dissolving the company within sixty days of the receipt of the application under
sub-section (4).
(6) The Company Liquidator shall file a copy of the order under sub-section (5) with
the Registrar within thirty days.
(7) The Registrar, on receiving the copy of the order passed by the Tribunal under subsection
(5), shall forthwith publish a notice in the Official Gazette that the company is
dissolved.
(8) If the Company Liquidator fails to comply with the provisions of this section, he
shall be punishable with fine which may extend to one lakh rupees.