Distinction between winding-up and dissolution:

These two situations differ from each other in following respects:

(i) Winding- up precedes dissolution. In the former case, the company still remains in existence, while the latter implies that the company is not extant any more (Employer’s Liabilities Assurance Corporation vs. Sedwitck…….. Co., 1927 A.G.95).

(ii) Winding-up denotes and involves the liquidator‟s acts of realising and collecting the assets of the company, satisfying its debts and obligations, distributing its capital and surplus assets among the members of the company. But dissolution comes after the liquidator has done all this in the winding-up; ordinarily it implies that the company‟s affairs have been completely wound-up and that the company is no longer in existence [Kanhaiya Lal Bhargava’s, Case / (1965) /35 Comp. Cas. 340].

(iii) The Liquidator, in the case of a winding- up, is the representative of the company on behalf of which he in appointed, but on dissolution he cannot nay more represent a person not in existence. In the first case any creditor can prove a debt due to him from the company, while it is not possible to do so after dissolution (Kanhaiya Lal’s Case Supra).