Hon’ble Sunil Ambwani, J.—Heard Shri R.P. Agarwal, learned Counsel for the petitioner and Shri Arnab Banerjee for the Official Liquidator, U.P. and Uttaranchal.

2. Dhankari Investments Ltd., a company incorporated under the Companies Act, 1956 with its registered office at Ilnd Floor, Dharam Market, Section-27, Atta, NOIDA, UP (in short the company) through its Liquidator Sri V.P. Ghuliani, has filed this company petition under Section 466/518 of the Companies Act, 1956 (in short, the Act) to permanently stay the especial resolutions of voluntary winding up passed by the shareholders of the company in their meeting held on 2.6.2005; to restore the powers to the management of the affairs of the company to the directors; to permit the Liquidator to handover charge of the company to the directors and to discharge him from proceeding further with the winding up of the company and to pass such other and further orders as the Court may deem fit, to give effect to the special resolution passed by the shareholders/contributories in their meeting held on 31.1.2006, rescinding the resolution for voluntary winding up and to commence the business of the company as well as directing the liquidator to hand over the charge of the company to its directors and if necessary file a petition in the High Court of Judicature at Allahabad under Section 466/518 and other applicable provisions of the Companies Act for seeking permanent stay of voluntary winding up of the company.

3. The company was incorporated on 18.4.1984 in the name of Charisma Investment (India) Limited and commenced its business on 24.1.1985. The name of the company was changed to its present name i.e. Dhankari Investments Ltd. on 24.11.1994 and a fresh certificate of incorporation was issued by the Registrar of Companies, Delhi and Haryana on 24.11.1994. The company shifted its registered office to the State of U.P. after complying with the provisions of the Companies Act, vide order of the Company Law Board dated 13.3.2001 registered with the Registrar of Companies on 21.5.2001. It is mainly engaged in the business of investment and is earning profits. The latest audited balance sheet and profit and loss account of the financial year 2004-05 discloses that the company has issued, subscribed and paid up capital of Rs. 24,75,000/- (2,47,500 equity shares of Rs. 10 each, fully paid up), fixed assets of Rs. 36,13,681/-, investments of Rs. 180,35,360 and current liabilities of Rs. 3,15,212/-. The aggregate amount due to the creditors was only Rs. 55,012/- and that the company has incurred expenses of Rs. 26,916/-after the resolution for voluntary winding up was passed. The company earned profits before income tax of Rs. 5,654,566.71 for the year ended on 31.3.2005, and the earning per share (basic) is Rs. 20.97. The company is as such solvent, and is earning profits from its investment business.

4. Shri V.P. Ghuliani, the liquidator was required by the Court and has disclosed the reasons for special resolution for winding up passed by the shareholders. He states that the company acquired about 20 acres of land in the year 2004 in Village Kharar, Tehsil Budhana, District Muzaffarnagar to set up a sugar factory. An Industrial Entrepreneur Memorandum was filed with the Secretariat of Industrial Assistance, Ministry of Industry in the year 1998. The Bajaj Hindusthan Limited opposed the approval for setting up sugar factory from the Central Government. The company filed writ petition No. 54972 of 2004 in the High Court but did not succeed and withdrew the same on 21.7.2005. Having failed to set up the sugar factory one group of the shareholders pressed the Directors to sell the land. The other group opposed the move and wanted the company to consider the utilization of land for some other project. The irreconcilable differences resulted in serious acrimony, and compelled the then Directors to withdraw from the management, and that in view of these differences the special resoluti