JUDGMENT : (PER: HON'BLE MR. JUSTICE JAYANT BANERJI) Heard the learned counsel appearing for the appellant and the learned counsel appearing for the respondent Nos.1 and 2. 2. The instant appeal has been filed seeking to set aside an order dated 01.09.2025 passed by a learned judge of this Court in Company Application No.70/2025 in Company Petition No.131/1988. 3. The company application was filed by the respondent No.1 under the provisions of Section 466 read with Sections 391 to 394 of the Companies Act, 1956 , Act read with Rules 6 and 9 of the Companies (Court) Rules, 1959 , Rules with a prayer to sanction the scheme of arrangement and to recall the winding- up order dated 30.11.1990. The respondent No.2 is the company (in-liquidation). By the order dated 30.11.1990 in the aforesaid company petition filed by the creditor of the company, the company was ordered to be wound-up and the Official Liquidator , OL was appointed. 4. The Karnataka State Financial Corporation , KSFC was permitted to sell the assets of the company (in-liquidation) in association with the Official Liquidator by means of an order dated 14.07.2006 passed by the Company Court in Company Application No.934/2004. On an application being filed by the applicant-respondent No.1 seeking to set aside the sale and to implead him, while allowing the impleadment application, his application was partly allowed against which, an appeal was preferred before a Division Bench of this Court, which set aside the sale and directed the KSFC to take legal action for sale of assets in accordance with law by means of an order dated 19.12.2008. 5. The case of the applicant is that he has put in a lot of effort to get the winding-up order recalled by investing huge sums to repay all the creditors. Further proceedings were initiated against the applicant in view of the personal guarantees issued on behalf of the company. It is stated that the OL had admitted the claim of Rs. 1,12,11,794/- excluding the claim of the KSFC; that the claims of the Karnataka State Industrial Infrastructure Development Corporation , KSIIDC and KSFC, who are the only secured creditors, had been settled by the respondent No.1 on 03.05.2025 and 12.03.2025 respectively by paying the entire dues. 6. It is stated that the OL had admitted the claim of Rs. 1,12,11,794/- excluding the claim of the KSFC; that the claims of the Karnataka State Industrial Infrastructure Development Corporation , KSIIDC and KSFC, who are the only secured creditors, had been settled by the respondent No.1 on 03.05.2025 and 12.03.2025 respectively by paying the entire dues. 6. Earlier an application was filed by the respondent No.1 seeking recalling of the winding of order dated 30.11.1990, which came to be withdrawn on 31.01.2025 with liberty to file a comprehensive scheme. The scheme of arrangement for revival of the company (in-liquidation) was filed, in which, the respondent No.1 claimed to be its propounder. This scheme of arrangement was enclosed with the company petition as Annexure-J. The details of the payment/settlement qua the secured creditors and the employees were mentioned in the scheme. 7. The OL filed its objections to the aforesaid company application. Reference was invited to the judgment of the Supreme Court in Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti & Others , (2007) 7 SCC 753 , as well as to the provisions of Section 391 of the Act, to contend that the purported scheme of revival made reference to various documents concerning land title and ownership, without such documents being made available, establishing clear title upon verification, which demonstrated lack of bona fides on part of the applicant. 8. It was pointed out that the applicant being the Ex- Director and also a shareholder had admittedly failed to participate in or support the liquidation process for nearly 35 years and had abruptly surfaced after settling with some creditors. While filing an application under Section 92 of the Transfer of Property Act, 1882 and Section 141 of the Indian Contract Act, 1872 seeking subrogation and the right to step into the shoes of the secured creditors. The genuineness of the motives and claims of the applicant were questioned. It was further pointed out that the majority shareholding of the company (in-liquidation) is held by an entity namely, M/s. International Holdings Ltd, which has been struck off under the provisions of sub-section (5) of Section 560 of the Act. That entity was stated to have been owned by the applicant-respondent No.1 and his late brother. It was further pointed out that the majority shareholding of the company (in-liquidation) is held by an entity namely, M/s. International Holdings Ltd, which has been struck off under the provisions of sub-section (5) of Section 560 of the Act. That entity was stated to have been owned by the applicant-respondent No.1 and his late brother. The remaining 10.33% of the shareholding comprising minority public shareholders had neither been served with a copy of the proposed scheme nor included in any meeting relating to revival. It was further mentioned that no details of such minority shareholding had been disclosed by the respondent No.1. Accordingly, rejection of the applicant's claim and the revival scheme proposed by the respondent No.1, inter alia, were sought. 9. In the rejoinder affidavit, the respondent No.1 sought to contest the statement of objections filed by the OL. 10. By means of the impugned order, while referring to the case of Government of Karnataka vs. NGEF Ltd., (In Liquidation) , 2017 SCC Online. Kar. 1326 this Court observed that 100% of the shareholding of the company (in-liquidation) is with the applicant-respondent No.1 and two members of his family. It was noted that all the dues of the KSIIDC and KSFC had been cleared and an amount of Rs. 87,22,167/- was deposited towards the outstanding dues of the employees. Accordingly, no impediment was found for the respondent No.1 to take paper publication in English and Kannada Daily Newspapers inviting claims and objections, if any, by shareholders and creditors to be placed before the OL and the OL was directed to consider such claims raised by the shareholders/creditors. The applicant was directed to satisfy such claims. While observing that the matter relating to striking off from the rolls of the Register of the Registrar of Companies of the "applicant company", which is pending before the National Company Law Tribunal , NCLT Bangalore, has nothing to do with recalling the order of winding up dated 30.11.1990 and revival of the company (in- liquidation), the company application was allowed and the order of winding-up was stayed and kept in suspension. The aforesaid order dated 01.09.2025 of the learned Company Judge is subject matter of challenge in the instant appeal. 11. The aforesaid order dated 01.09.2025 of the learned Company Judge is subject matter of challenge in the instant appeal. 11. The learned counsel for the OL as well as the learned counsel appearing for the appellant have stated that by means of a gift deed executed on 21.04.2025, the appellant transferred 300 equity shares in International Coach Builders Ltd. (in-liquidation) and 7622 equity shares in International Holdings Ltd. to the respondent No.1. 12. On the very next day, i.e. on 22.04.2025, a General Power of Attorney , GPA was executed between the appellant and the respondent No.1 in favour of the respondent No.1, in respect of 300 equity shares for conferring upon him the power for revival of the International Coach Builders Ltd. (in- liquidation) and revival of International Holdings Ltd., before the National Company Law Board (sic), Bangalore. It is stated with reference to sub-section (2) of Section 536 of the Act that any disposition of the property (including actionable claims) of the company and any transfer of shares in the company or alteration in the status of its members made after the commencement of the winding-up, shall, unless the Tribunal otherwise orders, be void in the case of winding-up by the Court. It is further urged that under the provisions of Section 560 of the Act, the company International Holdings Ltd., which is the majority shareholder of the company (in-liquidation), as its name had already been struck off from the register of the Registrar of Companies and therefore, until it is restored to the register by the order of the NCLT, there would be no existence of the company. Any action purported to have been taken on behalf of the company whose name is struck off from the register of the Registrar of the Companies would be a nullity. 13. The learned counsel for the respondent No.1 has opposed the petition stating that Section 536 of the Act would apply where winding-up is taking place before the Tribunal and not before this High Court. He states that the GPA dated 22.04.2025 has an existence independent of the gift deed executed on 21.04.2025. It is stated that both the deeds i.e. the GPA as well as the gift deed are registered documents and in case the appellant or the OL wish to rescind to the same, they would have to seek annulment of the deeds, they being registered documents. It is stated that both the deeds i.e. the GPA as well as the gift deed are registered documents and in case the appellant or the OL wish to rescind to the same, they would have to seek annulment of the deeds, they being registered documents. The learned counsel has also laid great emphasis on the fact that since this matter regarding the gift deed/GPA was not considered by the learned Company Judge, it is a case for remand. 14. It is not disputed by the respondent No.1 that the majority shareholding of the company (in-liquidation) was with International Holdings Ltd., which company has been struck off from the Register of Companies and it stands dissolved. In view of the provision of Section 536(2) of the Act, any deed or document that deals with any form of transfer or disposition of the property of the company (in-liquidation) and of shares or alteration in the status of its members, in the absence of any permission of the Court, would be void. The gift deed too, which precedes the aforesaid GPA by a day, is in clear violation of the provision of sub-section (2) of Section 536 of the Act as no order of the Court was shown permitting the transfer of shares, and is, therefore, a void instrument. The GPA, being based on the aforesaid gift deed is also a void instrument. A void instrument does not require cancellation/annulment. The respondent No.1 has presented the scheme of revival claiming to have 100% shareholding of the company (in-liquidation) on the strength of the gift deed transferring shares to him and on the strength of the GPA, which are void documents. 15. As far as the submission of the learned counsel for the respondent with regard to Section 536 of the Act applying to cases of winding-up before the Tribunal and not before the High Court, it is noted that winding-up order has already been passed and OL appointed who has taken possession of the assets of the company (in-liquidation) under orders of this Court. The matter relates to validity of transfer of shares by way of a gift deed and power of attorney. Therefore, this Court would have jurisdiction to consider the matter under Section 536 of the Act. 16. We may refer to the provisions of sub-sections (5) and (6) of Section 560 of the Act. The matter relates to validity of transfer of shares by way of a gift deed and power of attorney. Therefore, this Court would have jurisdiction to consider the matter under Section 536 of the Act. 16. We may refer to the provisions of sub-sections (5) and (6) of Section 560 of the Act. They read as follows; " Section 560 - Power Of Registrar to strike defunct Company off Register : … … … … … … (5) At the expiry of the time mentioned in the notice referred to in sub-section (3) or (4), the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Official Gazette; and on the publication in the Official Gazette of this notice, the company shall stand dissolved : Provided that - (a) the liability, if any, of every director, [***] manager or other officer who was exercising any power of management, and of every member of the company, shall continue and may be enforced as if the company had not been dissolved ; and (b) nothing in this sub-section shall affect the power of the Court to wind up a company the name of which has been struck off the register. (6) If a company, or any member or creditor thereof, feels aggrieved by the company having been struck off the register, the [Tribunal], on an application made by the company, member or creditor before the expiry of twenty years from the publication in the Official Gazette of the notice aforesaid, may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register; and the [Tribunal] may, by the order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off." 17. Under sub-section (6), a discretion is vested with the Tribunal after being satisfied that the company was, at the time of striking off, carrying on business or in operation or otherwise, that it is just that the company be restored to the register, order its restoration; and the Tribunal may by order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. 18. However, where action referable to sub-section (2) of Section 536 of the Act is void in view of there being no permission of the Court/Tribunal, such void action including alteration in the status of its members, shall not stand revived where a company is restored to the Register under the provisions of sub-section (6) of Section 560 of the Act. That is to say, the gift deed as well as the GPA aforesaid would remain void despite the restoration of the company namely International Holding Ltd., on the register. As of now, the restoration or otherwise of International Holdings Ltd., on the register of the Registrar of Companies, is a matter which is subject to the decision of the Tribunal. 19. In this view of the matter, the aforesaid judgment of the learned Company Judge has to be considered. We find from perusal of the judgment in NGEF Ltd. , which has been relied upon by the learned Single Judge, that the facts of that case are different from the facts and circumstances of the instant case. 20. The Supreme Court in the case of Meghal Homes has followed its judgment in Miheer H.Mafatlal Vs. Mafatlal Industries Ltd. , (1997) 1 SCC 579 , in which judgment; the Supreme Court had also defined the broad contours of the jurisdiction of the Company Courts in granting sanction towards a scheme in terms of Sections 391 and 393 of the Act. Mafatlal Industries Ltd. , (1997) 1 SCC 579 , in which judgment; the Supreme Court had also defined the broad contours of the jurisdiction of the Company Courts in granting sanction towards a scheme in terms of Sections 391 and 393 of the Act. In Meghal Homes, the Supreme Court referred to the parameters laid down in Miheer H. Mafatlal (supra) among which was a mandate to the Company Court to see that all the requisite statutory procedure for supporting a scheme has been complied with and the requisite meetings as contemplated by Section 391(1)(a) of the Act have been held and that the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by sub-section (2) of Section 391 of the Act. 21. It was observed in Miheer H. Mafatlal that, once the broad parameters about the requirement of a scheme for getting sanction of the Court are found to have been met, the Court cannot refuse to sanction such a scheme on the ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction. 22. In Meghal Homes, the Supreme Court saw no difficulty in reconciling the need to satisfy the requirements of both Section 391 to 394-A and Section 466 of the Act while dealing with a company which has been ordered to be wound up. The Supreme Court clarified that there is no incongruity in looking into the aspects of public interest, commercial morality and bona fide intention to revive a company while considering whether a compromise or arrangement put forward in terms of Section 391 of the Act should be accepted or not. The Supreme Court construed the said provisions harmoniously and found that, while the Court will not sit in appeal over the commercial wisdom of the share holders of a Company, it will certainly consider whether there is a genuine attempt to revive the company that has gone into liquidation and whether such revival is in public interest and conforms to commercial morality. 23. 23. Though it is open for the Company Court to accept a scheme or proposal for revival of the company before the ultimate step is taken for dissolution of the company or before the assets are disposed of, however, the fact remains that the statutory provisions of the Act including Section 391 are required to be demonstrated to have been complied with. 24. The judgment in NGEF Ltd., which has drawn heavily on the judgment of the Supreme Court in Meghal Homes , does not give a go-by to the provisions of Section 391 of the Act. 25. Be that as it may, the fact as stated above, that no permission was taken from the Court/Tribunal prior to the transfer of shares of International Holdings to the company (in-liquidation) by means of the gift deed as well as prior to execution of the subsequent GPA, clinches the issue in favour of the appellant. 26. In view of the aforesaid, the order of the learned Company Judge is set aside and the company application is dismissed. Accordingly, the appeal is allowed.