1. The company shall along with the calling of meeting of the company at which the resolution for the voluntary winding up is to be proposed, cause a meeting of its creditors either on the same day or on the next day and shall cause a notice of such meeting to be sent by registered post to the creditors with the notice of the meeting of the company under section 304.
2. The Board of Directors of the company shall:—
a. cause to be presented a full statement of the position of the affairs of the company together with a list of creditors of the company, if any, copy of declaration under section 305 and the estimated amount of the claims before such meeting; and
b. appoint one of the directors to preside at the meeting.
3. Where two-thirds in value of creditors of the company are of the opinion that:—
a. it is in the interest of all parties that the company be wound up voluntarily, the company shall be wound up voluntarily; or
b. the company may not be able to pay for its debts in full from the proceeds of assets sold in voluntary winding up and pass a resolution that it shall be in the interest of all parties if the company is wound up by the Tribunal in accordance with the provisions of Part I of this Chapter, the company shall within fourteen days thereafter file an application before the Tribunal.
4. The notice of any resolution passed at a meeting of creditors in pursuance of this section shall be given by the company to the Registrar within ten days of the passing thereof.
5. If a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to two lakh rupees and the director of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to two lakh rupees, or with both.
Legal Commentary & Landmark Judgments: Section 306
Section 306 of the Companies Act, 2013 governed the mandatory convening of creditors' meetings in voluntary winding up to ensure creditor oversight; omitted by the IBC 2016, its principles are preserved under Section 59(3)(c) of the IBC.
Under Section 59 of the IBC, if the company owes debts, creditors representing two-thirds in value must approve the voluntary liquidation resolution within 7 days of its passage. Notice must be sent with explanatory statements and audited accounts to avoid challenge under Section 65 of IBC for fraudulent intent.