JUDGMENT 1. - This appeal under section 483 of the Companies Act, 1956, has been filed by M/s. Saraf Synthetics (Rajasthan) Limited against the order dated 24.7.1992 passed by the learned Company Judge in SB Company Petition No. 10/1992. 2. The learned Company Judge, in pursuance of the communication received from the Registrar, Board for Industrial and Financial Re-construction (BIFR) regarding the matter of M/s. Saraf Synthetics (Rajasthan) Limited, passed an order for winding-up, the said concern and appointed the official liquidator attached to this Court as liquidator of the said company. The order in pursuance of which communication had been received from the Registrar, Board for Industrial and Financial Re-construction dated 15.5.1992 was passed under section 20 of the Sick Industrial Companies (Special Provisions) Act, 1985 on the finding that it was just and equitable that M/s. Saraf Synthetics (Rajasthan) Ltd. be wound up. After the said order was passed, the opinion was forwarded to the High Court in terms of section 20 of the BIFR Act and for further necessary action. 3. In pursuance of the order of the learned Company Judge, the official liquidator gave out to the Court that since there was no petitioner in this matter, the publication of winding-up order would have to be made from the funds of various companies in his possession. 4. In this appeal, M/s Saraf Synthetics Kamgar Sangh (Regd.) moved an application for permitting it to join as a party to the appeal. The application was allowed and the said Kamgar Sangh was directed to be impleaded as respondent. 5. Against the order of the learned Single Judge dated 24.7.1992 making an appointment of official liquidator attached to this Court as liquidator of the company, the present appeal has been filed by M/s. Saraf Synthetics (Rajasthan) Limited. This order was attacked by the appellant company on the ground of having been passed behind its back and without its notice. It was submitted that section 20 of the Sick Industrial Companies (Special Provisions) Act, 1985 provided for inquiry. It laid down : "20. Binding-up of sick industrial company- 1. This order was attacked by the appellant company on the ground of having been passed behind its back and without its notice. It was submitted that section 20 of the Sick Industrial Companies (Special Provisions) Act, 1985 provided for inquiry. It laid down : "20. Binding-up of sick industrial company- 1. Where the Board, after making inquiry under section 16 and after consideration of all the relevant facts and circumstances and after giving an opportunity of being heard to all concerned parties, is of opinion that it is just and equitable that the sick industrial company should be wound up, it may record and forward its opinion to the concerned High Court. 2. The High Court shall, on the basis of the opinion of the Board, order winding-up of the sick industrial company and may proceed and cause to proceed with the winding up of the sick industrial company in accordance with the provisions of the Companies Act, 1956. 3. For the purposes of winding-up of the sick industrial company, the High Court may appoint any officer of the operating agency, if the operating agency gives its consent, as the liquidator of the sick industrial company and the officer so appointed shall be for the purposes of the winding-up of the sick industrial company be deemed to be, and have all the powers of the official liquidator under the Companies Act, 1956. 4. Notwithstanding anything contained in sub-section (2) or sub-section (3), the Board may cause to be sold the assets of the sick industrial company in such manner as it may deem fit and forward the sale proceeds to the High Court for orders for distribution in accordance with the provisions of section 529A and other provisions of the Companies Act, 1956." 6. M/s. Saraf Synthetics Kamgar Sangh (Regd.) filed an appeal under section 25 of the Sick Industrial Companies (Special Provisions) Act, 1985 against the order dated 15.5.1992 of the Board for Industrial and Financial Reconstructions in case No. 179/88 by which the Board considered it just and equitable that the sick industrial company, i.e. Saraf Synthetics (Rajasthan) Ltd. be wound up. The Board had also directed by the same order that their opinion to this effect be forwarded to the concerned High Court in terms of section 20 of the Sick Industrial Companies (Special Provisions) Act, 1985 for further necessary action. 7. The Board had also directed by the same order that their opinion to this effect be forwarded to the concerned High Court in terms of section 20 of the Sick Industrial Companies (Special Provisions) Act, 1985 for further necessary action. 7. In the appeal preferred by Saraf Synthetics Kamgar Sangh (Regd.) the stay in the following term was granted : "A prima facie case appears to have been made in the appeal petition. The reason for delay in preferring the appeal has also been explained. In these circumstances, the order of the Board dated 15.5.1992 in their case No. 179/88 in respect of Saraf Synthetics (Rajasthan) Ltd. is stayed till the constitution of a proper Bench to hear the appeal on its merits and also to consider the issue of its admission. The record of the BIFR will be called for in the meantime. This order of the Authority will be communicated to all concerned. After a proper Bench is formed, the appellant and the other parties will be informed of the next date of hearing, which is provisionally fixed at 29.1.93 at 11.00 a.m." 8. On the passing of the aforesaid order, the winding up proceedings got stayed. This order was passed on October 19, 1992 whereas the learned Single Judge of this Court directed for winding up on 24th July, 1992. In pursuance of the subsequent order passed in appeal at the instance of Saraf Synthetics Kamgar Sangh (Regd.), the winding-up proceedings had to be stayed. 9. The relevant clause (1) of section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 reads as under:- "22. Suspension of legal proceedings, contracts, etc., 1. In pursuance of the subsequent order passed in appeal at the instance of Saraf Synthetics Kamgar Sangh (Regd.), the winding-up proceedings had to be stayed. 9. The relevant clause (1) of section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 reads as under:- "22. Suspension of legal proceedings, contracts, etc., 1. Where in respect of an industrial company, an inquiry under section 16 is pending or any scheme referred to under section 17 is under preparation or consideration or a sanctioned scheme is under implementation or where an appeal under section 25 relating to an industrial company is pending, then, notwithstanding anything contained in the Companies Act, 1956 or any other law or the memorandum and articles of association of the industrial company or any other instrument having effect under the said Act or other law, no proceedings for the winding-up of the industrial company or for execution, distress or the like against any of the properties of the industrial company or for the appointment of a receiver in respect thereof shall lie or be proceeded with further except with the consent of the Board or, as the case may be, the Appellate Authority." 10. From the above, it would appear that the official liquidator appointed by this Court to give advertisement and publicity for winding-up had to stay his hands. It is only after the disposal of the appeal filed under section 25 of the Sick Industrial Companies (Special Provisions) Act, 1985 that further proceedings of winding up could proceed. It has to remain stayed or suspended till the appeal aforesaid was decided. 11. The official liquidator, who appeared through Sh. SK Keshote, Advocate, had no objection to the staying of the winding-up proceedings. He, however, urged that in the event of the appeal filed under section 25 being dismissed, the shareholders were to suffer. Considering the said aspect of the matter as suggested by Sh. Keshote, we have permitted the official liquidator to prepare inventory of the stock entries and assets with the aid and help of the company itself. 12. Sh. Keshote submitted that official liquidator had made appointments of peons and watchmen and that he had also spent money in paying their salary. 13. The appellant company i.e. M/s. Saraf Synthetics (Rajasthan) Ltd. may pay expenditure incurred uptill today by the official liquidator. 12. Sh. Keshote submitted that official liquidator had made appointments of peons and watchmen and that he had also spent money in paying their salary. 13. The appellant company i.e. M/s. Saraf Synthetics (Rajasthan) Ltd. may pay expenditure incurred uptill today by the official liquidator. The expenditure already incurred may be paid back to the official liquidator within a month on account of the same being furnished to the appellant company by the said official liquidator. 14. It is true that M/s. Saraf Synthetics (Rajasthan) Ltd. has not filed any appeal against the order of the Board dated 15.5.1992. But, as the interest of the appellant and the Saraf Synthetics Kamgar Sangh (Regd.) appeared to be the same, the appeal filed by the said Kamgar Sangh would be treated to be for the benefit of the appellant as well. 15. The learned counsel appearing for the Kamgar Sangh did not have any opposition to allowing of appeal on the terms and conditions mentioned by us, whereas Sh. Keshote, Advocate conceded that the stay of the appointment of the official liquidator was automatic that he had nothing to add. 16. It was pointed out that the present appeal is barred by 50 days. The explanation submitted is cogent and reliable. Consequently, we condone the delay in filing the appeal. 17. In the result, the appeal is allowed and the order of the learned Single Judge dated 24.7.1992 is set-aside. All that what we have said in this appeal would be subject to the result of the appeal filed under section 25 of the Sick Industrial Companies (Special Provisions) Act, 1985. The appellant will be entitled to get back possession of the company. *******