1. When the affairs of a company have been completely wound up, the Company Liquidator shall make an application to the Tribunal for dissolution of such company.
2. The Tribunal shall on an application filed by the Company Liquidator under sub-section (1 ) or when the Tribunal is of the opinion that it is just and reasonable in the circumstances of the case that an order for the dissolution of the company should be made, make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.
3. A copy of the order shall, within thirty days from the date thereof, be forwarded by the Company Liquidator to the Registrar who shall record in the register relating to the company a minute of the dissolution of the company.
4. If the Company Liquidator makes a default in forwarding a copy of the order within the period specified in sub-section (3 ), the Company Liquidator shall be punishable with fine which may extend to five thousand rupees for every day during which the default continues. Arrest of person trying to leave India or abscond.
Legal Commentary & Landmark Judgments: Section 302
Section 302 of the Companies Act, 2013 governs the final judicial dissolution of a company by the Tribunal, marking the legal extinction of its corporate personality upon the complete winding up of its affairs or when the Company Liquidator cannot proceed for want of funds or other compelling reasons.
Liquidators petitioning for dissolution must present fully audited final receipts and payments accounts, certificates confirming no pending tax demands or criminal inquiries, and proofs of dividend disbursement. Once the NCLT issues the dissolution order under Section 302(1), ensure certified copies are lodged with the RoC via Form INC-28 within the strict 30-day statutory window under Section 302(2) to avoid personal penal liability.