The central legal point established in the judgment is the court's power to stay voluntary winding up proceedings and restore the powers to the directors under Sections 466 and 518 of the Companies Act, 1956.

SIDDHARTH MRIDUL, J.

1. The present petition has been filed by Brand Trading (India) Private Limited (hereinafter referred to as Petitioner Company), under the provisions of Sections 466(1) and 518(1) of the Companies Act, 1956 (hereinafter referred to as ‘the Act’) read with Rule 9 of the Companies (Court) Rules, 1959, praying as follows:

“(a) restore the powers to the management of the affairs of the Petitioner to its board of directors;

(b) permit the Liquidator to handover charge of the Petitioner to the directors and to discharge her from proceeding further with the winding up of the Petitioner;

(c) pass an order under Section 466(1)/518(1) and other applicable provisions of the Companies Act 1956 for seeking permanent stay of voluntary winding up of the Petitioner;

(d) pass such other and further orders as the Court may deem fit, to give effect to the special resolution passed by the shareholders in their Extraordinary General Meeting held on 23rd February, 2015 rescinding the resolution for voluntary winding up and to commence the business of the Petitioner as well as directing the liquidator to hand over the charge of the Petitioner to its board of directors.”

2. The registered office of the Petitioner Company is situated at New Delhi, within the jurisdiction of this Court.

3. The Petitioner Company was originally incorporated under the provisions of the Act on 24.06.2005, under the name and style of Brand Trading (India) Private Limited, with the Registrar of Companies, N.C.T. of Delhi & Haryana at New Delhi.

4. The authorized share capital of the Petitioner Company, as on 31.08.2014 is stated to be Rs.12,00,00,000/- divided into 1,20,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Petitioner Company is stated to be Rs.10,000,000/- divided into 10,00,000 equity shares of Rs.10/- each.

5. Copy of the Memorandum of Association and Articles of Association of the Petitioner Company have been filed and are on record. The audited balance sheets of the Petitioner Company as on 31.08.2014, along with the report of the auditor, have also been filed and the same are on record.

6. The Declaration of solvency was executed and approved by the Board of Directors of the Petitioner Company in their meeting held on 30.10.2014, and the same has been filed with the office of the Registrar of Companies in Form 149, as prescribed under the provisions of section 488 of the Act. The Petitioner Company has passed a special resolution in its Extraordinary General Meeting held on 17.11.2014, for voluntary winding up of the Petitioner Company, whereby, Ms. Seema Khanna was appointed as the Voluntary Liquidator of the Petitioner Company.

7. The Registrar of Companies was informed regarding the appointment of the Voluntary Liquidator of the Petitioner Company by way of Form 152, in compliance with the provisions of Rule 315 of the Companies (Court) Rules, 1959. Further, notice under the provisions of Rule 315 of the Companies (Court) Rules, 1959, was published in the Official Gazette on 20.12.2014; and in two newspapers, namely, ‘Business Standard’ (English) and ‘Business Standard’ (Hindi) on 26.11.2014.

8. However, subsequent to the appointment of Ms. Seema Khanna as the Voluntary Liquidator, the Board of Directors of the Petitioner Company is stated to have carried out a reassessment of the affairs of the Petitioner Company. As per the reassessment carried out, the Board of Directors is stated to be of the view that continuation of the Petitioner Company would be more advantageous for the Petitioner Company and its members, inter alia, in view of the spurt in the economy.

9. In this view of the matter, the shareholders of the Petitioner Company in their Extraordinary General Meeting held on 23.02.2015, rescinded the earlier resolution dated 17.11.2014.

10. Notice in the present petition seeking permanent stay on the voluntary winding up of the Petitioner Company was issued to the Regional Director, Nort