M. P. CHANDRAKANTARAJ, J. ( 1 ) THIS is an application under S. 466 of the Companies Act, 1956, read with S. 518 thereof. The applicant is a share holder of M/s. Nagargali Cement Company Ltd. The said Company was incorporated on 11-4-1963 and it has its registered office at vidyanagar, Hubli. ( 2 ) THE authorised share capital of the company is Rs. 1 crore divided into 10 lakhs equity shares of Rs. 10 each. The subscribed capital of the Company is Rs. 3,80,280 though only a sum of 76,056 equity shares have been issued. But the call made so far being only in the sum of rs. 5. The subscribed capital which is only half the value of the subscribed capi of Rs. 72,292 was treated as allotment money and is stated to be due from the shareholders other than the Directors of the company. Thus the subscribed capital of the Company is only Rs. 3,07,988. ( 3 ) THE Company in 1966 acquired the lease of limestone quarry in an extent of 255 acres of land from the Government. This was with the object of carrying out the main objects of the Company and establish a Cement factory. The applicant was not able to get the necessary finances in spite of the best efforts of the Directors and therefore at the general body meeting held on 8-3-1980 the Company moved for voluntary winding up the Company. The resolution was passed at that meeting. The resolution was to the following effect. "resolved that the Company be wound up voluntarily". The same meeting resolved to appoint m/s. Gadag and Jambukeswara, Chartered accountants, Hubli, as the Liquidators. The Company had no other assets than the mining lease and the office furniture. The office furniture has since been sold by the liquidator and all the creditors have been paid. It has been asserted by the applicant that the voluntary winding up has reached only this stage and no more. ( 4 ) THE applicant along with some other share holders decided to revive the Company. Pursuant to that decision, an extraordinary general body meeting of the share holders of the Company was held at the liquidator's Office on 14-10-1981 at hubli. ( 4 ) THE applicant along with some other share holders decided to revive the Company. Pursuant to that decision, an extraordinary general body meeting of the share holders of the Company was held at the liquidator's Office on 14-10-1981 at hubli. In the said meeting it was unanimously resolved that the Company be revived for establishing a Cement plant at Nagargali area for the manufacture of cement and that this Court should be approached with a petition under Ss. 518, 466 and other applicable provisions of the companies Act, 1956, for obtaining a permanent stay of the voluntary winding up proceedings. In these circumstances, the prayer is made to pass an order staying all further proceedings in respect of the winding up of the Company-M/s. Nagargali cement Company Ltd. , and further to issue directions for the revival of the Company and grant such other further relief as is just. ( 5 ) HAVING regard to the stage at which the winding up proceedings bad reached, in that, it had not completed the required formalities including the dissolution of the company, it was suggested that the share holders themselves could revive the Company and prevent the further proceedings in the winding up proceedings. But then the learned Counsel for the claimant has drawn my attention to the decision of the delhi High Court in case of Dimples Pvt. Ltd. V. Registrar of Companies (Delhi) (1 ). In that case in somewhat similar circumstances the voluntary liquidator of the company involved therein himself filed the application for staying further proceedings having regard to the decision of the share holders to revive the Company before it was actually dissolved. The learned judge while allowing the petition has the following to say. "i find that the position taken up by the petitioner is consistent with a large number of reported cases. In re-Punjab co-operative Bank Ltd. , AIR 1919. Lah. 305, it was held under the old Act that the Court could stay a voluntary winding up. In In the matter of East India cotton Mills Ltd. , (1949) 19 Coy. Cas 61 ; AIR 1949 Cal. 69, S. R. Das, J. , (as he then was) examined the principles on which a stay of the winding up could be ordered and found that it was analogous to the jurisdiction exercised while rescinding a receiving order or annulling adjudication in bankruptcy. Cas 61 ; AIR 1949 Cal. 69, S. R. Das, J. , (as he then was) examined the principles on which a stay of the winding up could be ordered and found that it was analogous to the jurisdiction exercised while rescinding a receiving order or annulling adjudication in bankruptcy. There are some English cases also in which a voluntary winding up was stayed. Examples of these are : In re South Barrule state Quarry Co. (1869) LR 8 Eq. C 688 in re Titian Steamship Co. , (1888) WN 17 and many other cases. It has been held in such cases that mere consent of the parties is not enough but the Court should consider all the circumstances. A leading judgment on the principle on which the Court should act while ordering stay is, In re Talescripter Syndicate ltd. , (1903) 2 Ch. D 174- In that case, the Court detailed various points for and against ordering a stay of the winding up and decided that there was no ground for staying the winding up on the facts as they were. The Court, however, observed that, at a later date, the Official receiver could report whether all the liabilities and creditors and contributories had been settled and the debts had been paid and whether the members were prepared to reduce their share capital by surrendering and cancelling their bonus shares, then the Court would "as at present advised be prepared to stay the proceedings in the winding up". Thus there is no doubt that the Court does possess the power to stay a winding up even when it is a case of voluntary winding up. There must, however, be facts juscifying the stay". Pennington in his Company Law, fourth Edn. , at page 709 has this to say :"once a resolution for voluntary winding up has been passed, the members of the Company cannot rescind it and restore the directors' powers to them so as to enable the Company to carry on its business as before. But an application may be made to the Court to stay the winding up in the same way, and with the same consequences, as if the company were being wound up compulsorily". But an application may be made to the Court to stay the winding up in the same way, and with the same consequences, as if the company were being wound up compulsorily". ( 6 ) AS pointed out by the learned Judge of the Delhi High Court, the only impediment that may be in the way of the court to grant the prayer for permanent stay of the voluntary winding up proceedings can only be the absence of justifiable reasons. In the instant case, it is pointed out in the pleadings that the Company has a lease of limestone quarry with great potential and has estimated the limestone for quarrying is in the region of 27 million tonnes with the estimated reserves of 50 million tonnes. It is also common knowledge that increased production of cement is in national interest. . If the share holders have resolved to revive the Company and make one more effort to start a cement factory opportunity should not be denied to them. ( 7 ) IN these circumstances, accepting the assertions made for the applicant who has been duly authorised at the general body meeting held on 14-10-1981 to present this application, the prayers in this application are granted, the voluntary winding up proceedings at whatever stage they are, are hereby stayed absolutely. Consequently the share holders are free to elect a new Board of Directors and do all that is necessary in order to achieve the object for which the Company has been incorporated. ( 8 ) BEFORE passing this order, the Counsel for the Official Liquidator has been heard. ( 9 ) IN the light of the order passed as above, Company Application No. 1838/1981 does not survive for consideration separately. --- *** --- .