ANIL K. NARENDRAN, J.

1. This appeal arises out of the judgment of the learned Company Judge of this Court dated 03/07/2014 in CP No. 32 of 2012, a petition filed by the Kerala State Industrial Development Corporation Ltd., the 1st respondent herein, under Section 433 of the Companies Act, 1956 (hereinafter referred to as 'the Act') seeking an order to wind-up M/s. Fresh Coconut Products Ltd., the 1st appellant herein, under the provisions of the Act. By the said judgment, the learned Company Judge allowed the petition and the 1st appellant company was ordered to be wound-up and the Official Liquidator attached to this Court, the 2nd respondent herein, was appointed as the Liquidator to wind-up the company, who was directed to takeover its assets and records forthwith. The 1st respondent corporation was directed to pay an amount of Rs. 20,000/- to the Official Liquidator towards initial expenses and was further directed to publish the order of winding-up and comply with other statutory requirements. Aggrieved by the aforesaid judgment of the learned Company Judge, the appellants, namely, the company ordered to be wound-up and its Ex-Managing Director are before this Court in this appeal, under Section 483 of the Act.

2. During the pendency of this appeal, the Official Liquidator initiated various proceedings against the Ex-Directors of the company, including Criminal Complaint No. 3 of 2015 under Section 454(5) of the Act, alleging default in filing Statement of Affairs as contemplated under Section 454(1) of the Act. At that juncture, the appellants filed IA No. 2885 of 2015 in this appeal, seeking an order of stay of all pending proceedings in CP No. 32 of 2012, pursuant to the order of winding up dated 03/07/2014, contending that, the proceedings initiated by the Official Liquidator will only scuttle the settlement efforts taken by them with the 1st respondent corporation and further ruin the scope of revival of the company with the assistance of an external investment partner, who evinced keen interest in the revival of the company.

3. By an order dated 19/08/2015 in IA No. 2885 of 2015, this Court granted stay of all further proceedings in CP No. 32 of 2012, pursuant to the order of winding up passed by the learned Company Judge dated 03/07/2014, until further orders.

4. On 14/01/2016, the appellants filed IA No. 141 of 2016 in this appeal, seeking an order to take on record the settlement arrived at between the 1st appellant company and the 1st respondent corporation and accordingly dismiss CP No. 32 of 2012, directing the Official Liquidator to hand over the assets, effects and records to the 1st appellant company forthwith. The said interlocutory application was filed on the assertion that, the 1st appellant company has already settled the claim of the 1st respondent corporation by making a payment of Rs. 32,02,500/- on 14/12/2015, by way of One Time Settlement. Similarly, it has cleared the liability due towards ICICI Bank Ltd. by making a further payment of Rs. 35,00,000/-, by way of One Time Settlement. It is also averred in the accompanying affidavit that, as on the date of filing of that interlocutory application the 1st appellant company has no creditors and therefore the winding up petition filed by the 1st respondent corporation lost its relevance. As such the appeal is liable to be allowed, setting aside the order of winding up, since the 1st appellant company is now free from all liabilities and the Official Liquidator is bound to return the assets and effects of the company since they are not liable to be distributed among any creditors of the company.

5. We heard the arguments of the learned counsel for the appellants, the learned Standing Counsel for the 1st respondent corporation and also the learned Standing Counsel for the Official Liquidator.

6. The pleadings and materials on record would indicate that, the Company Petition filed by the 1st respondent corporation is one invoking the provisions of S