THE HON’BLE SRI JUSTICE T. VINOD KUMAR AND THE HON’BLE SMT JUSTICE P.SREE SUDHA ORIGINAL SIDE APPEAL No.5 of 2024 JUDGMENT: (per Hon’ble Sri Justice T.Vinod Kumar)

This Original Side Appeal (OSA) is filed under Section 483 of the Companies Act, 1956 (for short ‘the Act’) r/w Clause 15 of the Letter Patent, seeking to set aside the order dt.18.12.2024 passed in IA.No.1 of 2024 in Company Application No.146 of 2024 in Company Petition No.104 of 2006, whereby the application filed seeking for stay of ongoing liquidation process including auction of the assets of the respondent-Company in liquidation has been dismissed.

2. Heard learned counsel for the appellants, learned counsel appearing for Official Liquidator, and perused the record.

3. The appellants contend that the respondent-Company was directed to be wound-up by this Court vide order, dt.17.07.2015 in CP.No.104/2006; that the said order was affirmed in appeal vide order, dt.12.04.2019, in OSA.No.50 of 2005; and that subsequent to the order of this Court winding up the respondent/Company, as affirmed in Appeal, the affairs of the respondent-Company were placed in the hands of the Official Liquidator.

4. The appellants contend that the appellants and their family members hold 100% of the shares in the respondent/Company-in- liquidation, and due to disputes among share holders, petitions were filed before this Court for winding up of the Respondent/Company-

in-liquidation.

5. The appellants further contend that the shareholders of the respondent/Company-in-liquidation have put an end to their disputes and have now come together to revive and restart the respondent/Company-in-liquidation, so that the company, which was founded in the year 1978, can be revived by preserving its legacy.

6. The appellants further contend that the parties have entered into an agreement, dt.12.12.2024, among themselves being the 100% shareholders of the respondent/company-in-liquidation, and thus, seek for permanent stay of the winding-up order passed by this Court on 17.07.2015 in CP.No.104/2006, by allowing them to revive the company-in-liquidation in the interest of the stakeholders invoking the powers conferred under Section 466 of the Act.

7. Appellants further contend that under Section 466 read with Section 559 of the Act, the Company Court is conferred with power to revive the company within two (02) years of its dissolution, and such power can also be exercised even after two years of the Company having been completely wound-up and its name is struck-

off in the register of companies.

8. The appellants further contend that in the present case, on the Official Liquidator(OL), who is having control over the respondent/company-in-liquidation, having issued paper publication of the notification to put to auction the plant & machinery and land of the respondent/company-in-liquidation, the appellants have approached the Company Court by filing the company application vide COMPA.No.146/2024 seeking permanent stay of operation of winding-up order, dt.17.07.2015 and consequently, restore the company by declaring the dissolution of the respondent/company-in- liquidation, as void; that pending consideration of the said application, the appellants have filed underlying interlocutory application vide I.A.No.1 of 2024, seeking stay of ongoing liquidation process including auction of the assets of the respondent/Company- in-liquidation, scheduled on 19.12.2024, as an interim protection; and that the Company Court, by order dt.18.12.2024, was not inclined to grant stay of e-auction.

9. The appellants further contend that aggrieved by the aforesaid order of the learned Company Judge, the appellants have filed the present appeal; that on 19.12.2024, this Court in order to test the bonafides of the appellants had directed the appellants herein to deposit a sum of Rs.50 lakhs within a period of three days towards third party liabilities, while permitting the OL to go ahead with the auction but not to confirm the sale