Distinguish between member's voluntary winding up and creditor's voluntary winding up.

Members' voluntary winding up: When the company is solvent and is able to pay its debts in full, in which case it is not necessary to consult the creditors or call their meeting, then the company in general meeting must appoint one or more liquidators for winding up the affairs of the company and fix his or other remuneration. On such appointment, all the powers of the directors of the company come to an end except in so far as the company in general meeting, or the liquidator, sanctions the continuance thereof (Section 292).

Creditors' voluntary winding up: In the case of the creditors' voluntary winding up, the company is obliged to convene a meeting of the creditors on the day on which the meeting for passing the resolution for winding up is to be held. The company must send the notices of such meeting to the creditors simultaneously with the notice of the company's meeting. The duty of the creditors of the company is to cause a full statement of the position of the company's affairs, together with a list of the creditors of the company and the estimated amount of their claims, to be laid before the creditors' meeting to be held as aforesaid. They must also appoint one of their members to preside at the meeting. At the same meeting, the creditors and the company may respectively nominate a person to be a liquidator or the purpose of the winding up. lf they each nominate a different person, the one nominated by the creditors shall be the liquidator unless, on an application of any director, member or creditor of the company made within seven days after the date of the nomination by the creditors, the Court orders that the person nominated by the company shall be the liquidator instead of or jointly with the one nominated by the creditors (Section - 299).