ORDER : 1. This application is filed by the directors of the respondent-company under Sections 466 and 559 of the Companies Act, 1956, read with Rule 9 of the Companies (Court) Rules, 1959, seeking a declaration of the winding-up proceedings of the respondent- company, pursuant to the order dated 17.07.2015 passed in Company Petition No.104 of 2006 and as upheld by the order dated 12.04.2019 in Original Side Appeal No.50 of 2015, as permanently stayed. 2. Brief facts leading to the filing of the present application are that all the three applicants were shareholders and directors of the respondent-company. On account of loss of substratum, applicant No.3 filed C.P. No.67 of 2006, in which the company was arrayed as the respondent and represented by applicant No.2 herein, while applicant No.1 was also arrayed as a respondent in his personal capacity. Another C.P.No.104 of 2006 was filed by the family members of applicant No.3 against the company, represented by the other two shareholders. This Court, vide common order dated 17.07.2015, allowed both company petitions and directed winding up of the respondent-company. Aggrieved thereby, the respondent- company preferred O.S.A.No.48 of 2015 against the order dated 17.07.2015 passed in C.P.No.67 of 2006 and O.S.A.No.50 of 2015 against the order dated 17.07.2015 passed in C.P.No.104 of 2006. O.S.A.No.48 of 2015 was allowed by order dated 12.04.2019, setting aside the order passed in C.P.No.67 of 2006 whereas, O.S.A.No.50 of 2015 was dismissed, thereby upholding the winding-up order passed in C.P.No.104 of 2006. Thus, the company was directed to be wound up on the ground of loss of substratum. An Official Liquidator was appointed pursuant to the winding-up order in C.P.No.104 of 2006 and the Official Liquidator has taken steps to put the property of the respondent- company to sale by way of auction. However, the said auction could not be conducted, as there was only one bidder. It is stated that, in the meantime, the applicants resolved their inter se disputes and have come to an agreement to revive and run the respondent- company. Therefore, the present company application has been filed seeking to stay the winding-up proceeding of the respondent-company permanently. 3. It is submitted that as per the balance sheet dated 31.03.2006, the total liabilities of the company under liquidation were Rs.1.66 crores, out of which Rs.1.34 crores pertained to shareholder loans and contributions from their family members and only Rs. Therefore, the present company application has been filed seeking to stay the winding-up proceeding of the respondent-company permanently. 3. It is submitted that as per the balance sheet dated 31.03.2006, the total liabilities of the company under liquidation were Rs.1.66 crores, out of which Rs.1.34 crores pertained to shareholder loans and contributions from their family members and only Rs. 31 lakhs pertained to unsecured third-party liabilities. It is submitted that the liabilities of the respondent-company with respect to the shareholders, and the liabilities of the respective parties have since been relinquished. 4. It is further submitted that applicants have already deposited a sum of Rs. 50 lakhs with the Official Liquidator pursuant to the directions of this Court in O.S.A.No.5 of 2014, filed challenging the dismissal of the interlocutory application seeking stay of the proposed e-auction on 19.12.2024 and that the said amount of Rs.50 lakhs is sufficient to meet the outstanding third-party liability of Rs. 31 lakhs, leaving a surplus of Rs.19 lakhs, which is presently in possession of the Official Liquidator. 5. The applicants have also furnished undertakings and filed individual affidavits stating that they shall be liable for any claims made against the company for the aforesaid period, if such claims are raised in the future. Out of the balance amount of Rs. 19 lakhs, the Official Liquidator has stated that a sum of Rs. 3 lakhs has been appropriated towards his costs and establishment fund and the remaining amount is liable to be refunded. 6. The official liquidator has also filed a report dated 27.06.2025 stating as under: “30. That, as on date the funds position of the company in liquidation is as follows: (i) Cash in Hand Nil (ii) Balance at Bank Rs.51,642/- (iii) Deposits (Fixed Deposits) Rs.47,50,000/- Total Rs.48,01,642/- 31. That as per Rule-309 of the Companies (Court) Rules, 1959 – Apportionment of expenses of common staff – “Where any staff is employed to attend to the work of more than one liquidation, or any establishment or other charges are incurred for more than one liquidation, the expenses incurred on such staff and the common establishment and other charges, shall be appointed by the Official Liquidator between the several liquidations concerned in such proportions as he may think fit, subject to the directions of the Judge, if any”. In this regard it is submitted that as per the above rule, this Hon’ble Court has power to sanction the charges for the services rendered for the company under liquidation. In the present case, the Directors/Shareholders intends to revive the company in liquidation subject to the orders of this Hon’ble Court. Therefore, the Official Liquidator prays this Hon’ble Court to direct the appellant to pay an amount of Rs.3,00,000/- to the Official Liquidator to the account of “Estate and Establishment Fund Account”, from which liquidation expenses are incurred. 32. That, the company in liquidation is having assets worth of Rs.28.79 Crores (Realizable Value) as per the Valuation Report submitted by the valuer, appointed by the Hon’ble Court, whereas, the liabilities of the company in liquidation is Rs.1.66 Crores (as per Balance Sheet as at 31- 03-2006). If this Hon’ble Court considers the Affidavits of the Directors/Shareholders regarding the waive off of all the unsecured loans pertaining to directors/shareholders and their families to the extent of amount of Rs.;1.34 Crores, the remaining liabilities (unsecured) will be Rs.31.00 lakhs only, for which they have deposited Rs.50.00 lakhs with the Official Liquidator and also filed Memo dated 22.04.2025 in CA.No.146/2024 before this Hon’ble Court stating that “the Applicants have already deposited a sum of Rs.50,00,000/- out of which Rs.34,00,000/- (comprising Rs.31,00,000/- towards unsecured liabilities and Rs.3,00,000/- towards liquidation expenses) may be duly appropriated. The balance amount of Rs.16,00,000/- continues to remain with the office of the Official Liquidator as surplus. From the above, it is clear that the amount of Rs.50.00 lakhs deposited by the applicants herein after adjustment of liquidation expenses of Rs.2.00 lakhs, the fund available with the Official Liquidator is Rs.48.00 lakhs (approx.) which is sufficient to discharge the liabilities of Rs.31.00 lakhs (as per audited Balance Sheet as at 31-03-2006), if received in future. Moreover, as stated above the Official Liquidator had invited the claims from the creditors of the company and in response to such claim notice, no claims were received. Hence, it is not out of place to mention here that the liability of the company in liquidation can be treated as Nil. Moreover, as stated above the Official Liquidator had invited the claims from the creditors of the company and in response to such claim notice, no claims were received. Hence, it is not out of place to mention here that the liability of the company in liquidation can be treated as Nil. Therefore, in the present case, even if the assets are sold in the liquidation proceedings, the beneficiary of the entire sale proceeds so realized will be the shareholders / contributories as per the provisions of Rules 275 and 279 of the Companies (Court) Rules, 1959, who are none other the applicants herein, as no claims have been received from any. creditor in response to claim notice published in the newspapers. Further, the applicants have in the application mentioned that granting the reliefs sought by them would not harm any stakeholders and on the contrary it would enable other stakeholders to benefit from the revival of the legacy company, potentially deriving monetary and business benefits, that may not be possible if the company is dissolved through the sale of its assets In view of the above, this Hon'ble Court may consider the present application of the applicants by passing necessary orders subject to furnishing an undertaking by the applicants before this Hon'ble Court that they will settle / pay the claim of creditors as per law, if any, received in future by the Official Liquidator, as no claim or liability is determined due to non-submission of claims by any creditor. In view of the facts and circumstances stated above, it is prayed that this Hon'ble Court may be pleased to: i) take the report of the Official Liquidator under Section 466(2) of the Companies Act, 1956, on record; ii) consider the present application of the applicants by passing necessary orders subject to furnishing an undertaking by the applicants before this Hon'ble Court that they will settle / pay the claim of creditors as per law, if any, received in future by the Official Liquidator, as no claim or liability is determined due to non-submission of claims by any creditor; iii) direct the applicants to pay an amount of Rs.3,00,000/- to the Official Liquidator towards the services provided by the office of the Official Liquidator to the account of "Estate and Establishment Fund Account" from which liquidation expenses are incurred; and Pass such order or orders as this Hon’ble Court may deem fit and proper in the circumstances of the cases.” 7. In view of the facts and circumstances stated above, and having regard to the undertakings given by the applicants by way of individual affidavits, this Court is satisfied that a case is made out for exercise of powers under Section 466 of the Companies Act, 1956. 8. Accordingly: (i) the winding-up proceedings of the respondent company in Company Petition No.104 of 2006, pursuant to the order dated 17.07.2015, as upheld by the order dated 12.04.2019 in O.S.A. No.50 of 2015, are hereby permanently stayed; (ii) the Official Liquidator is directed to close the liquidation proceedings in respect of the respondent company and take steps to hand over the assets, records, and management of the respondent company to its Board of Directors, subject to compliance with law; (iii) the Official Liquidator is permitted to appropriate a sum of Rs.3,00,000/- (Rupees Three Lakhs only) towards his costs and establishment charges and shall refund the balance amount lying to the credit of the respondent company, after adjustment, in accordance with law; (iv) the undertakings given by the applicants shall form part of this order and shall be binding on them; (v) the Registry is directed to communicate this order to the Registrar of Companies in terms of Section 466(3) of the Companies Act, 1956, and the Registrar of Companies shall take further action, if any, in accordance with law. 9. With the above directions, the Company Application is disposed of. No costs.