JUDGMENT : T.Vinod Kumar, J. 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. 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 till the next date of hearing; and that pursuant to the aforesaid order of this Court, the appellants herein have deposited the sum of Rs.50 lakhs with the OL. 10. The appellants further contend that pursuant to the notice issued by the OL calling for claims, as no claims have been received, no amounts are payable to any creditors, and as such, the revival of the respondent/Company-in-liquidation by granting a permanent stay of the order of winding up would only be in the interest of the respondent-Company, and thus, sought for consequential relief of stay of e-auction. 11. On the other hand, learned Counsel appearing for Official Liquidator would submit that pursuant to the appellants herein depositing the amount of Rs.50 lakhs, though the OL had called for claims from the creditors of the respondent/company-in-liquidation by causing publication in the newspapers, no claims have been received by the last date mentioned in the publication and also thereafter. 12. Learned counsel for Official Liquidator by filing a report, dt. 12. Learned counsel for Official Liquidator by filing a report, dt. 28.03.2025, had claimed that as per the records of the respondent/Company-in-liquidation, there are no dues payable to any creditors and as per the balance sheet(audited) as at 31.03.2006, the unsecured loans(loans from Directors/Share holders) is in a sum of Rs.1,34,01,980/-, current liabilities are shown as Rs.31,88,570/-, while as per the unsigned and unaudited balance sheet as at 31.03.2015, the unsecured loans are in a sum of Rs.1,32,20,412/- with other current liabilities and long term provisions in a sum of Rs.7,17,242/-, current liabilities in a sum of Rs.15,45,116/- and other current liabilities in a sum of Rs.11,19,265/-, in all aggregating a sum of Rs.1,66,02,035/-. 13. By the report filed into the Court, the OL has stated that the fund position of the respondent/Company-in-liquidation is that out of Rs.50 lakhs deposited by the appellants herein pursuant to the order of this Court, dt. 19.12.2024, a sum of Rs.47,50,000/- is kept in fixed deposit and balance at bank is in a sum of Rs.51,642/-. 14. By the aforesaid report it stated that the respondent/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 this Court, whereas the liabilities of the respondent/Company-in-liquidation is Rs.1.66 Crores as per the balance sheet as at 31.03.2006, and since, the appellants herein being the directors and shareholders of the respondent/Company-in-liquidation having filed their affidavits waiving off all their unsecured loans amounting to Rs.1.34 Crores, the remaining liabilities(unsecured) would only be Rs.3 lakhs, while the amount available with the OL is Rs.47,50,000/- in fixed deposit and Rs.51,642/- at bank. 15. By the aforesaid report it is stated that the OL has to settle the dues of all the creditors (secured creditors including workmen, preferential & unsecured creditors), as per the provision under Sections 529, 529A and 530 of the Act, and the after settling all the aforesaid creditors, if any surplus amount is left, the OL will distribute such amount to the shareholders/contributories. 16. 16. By the aforesaid report, the OL has also sought for a direction to the appellants herein to pay a sum of Rs.3,00,000/- to the OL towards services provided by the office of the OL to the account of Estate and Establishment Fund Account, from which the salaries of the company paid staff and other liquidation expenses are incurred, subsequent to the Company Court passing the order of winding-up. 17. We have taken note of the respective contentions urged. 18. Firstly, it is to be noted that an order of winding-up has been passed by this Court in CP.No.104/2006 on 17.07.2015, and the said order of winding-up passed by this Court was subject matter of appeal vide OSA.No.50/2015, wherein the said winding-up order of the learned Company Judge has been affirmed, by order dt. 12.04.2019. 19. Admittedly, the appellants during the pendency of the appeal or after the order of the Company Court being affirmed in OSA, did not take steps to seek revival of the respondent/Company-in- liquidation, and it is only when the OL was proceeding with the e- auction to sell the assets of the respondent/Company-in-liquidation, the appellants have approached this Court by filing COMPA.No.146 of 2024 in C.P.No.104 of 2006, claiming to have entered into an agreement among themselves to resolve disputes and thus, are intending to revive the respondent/Company-in-liquidation and sought for intervention of this Court in exercise of powers conferred under Section 466 read with Section 559 of the Act, and also filed the underlying application vide IA.No.1 of 2024, seeking stay of e-auction, pending consideration of the said company application. 20. 20. In order to consider as to whether the appellants could have firstly approached the Company Court by filing the company application seeking permanent stay of the order of winding up and also the underlying interlocutory application seeking for stay of auction, it is necessary to refer to the provisions of Section 466 and 599 of the Act, which reads as under: “ 466 - Power of Tribunal to Stay Winding Up : (1) The Tribunal may at any time after making a winding up order, on the application either of the Official Liquidator or of any creditor or contributory, and on proof to the satisfaction of the Tribunal that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the Tribunal thinks fit. (2) On any application under this section, the Tribunal may, before making an order, require the Official Liquidator to furnish to the Tribunal a report with respect to any facts or matters which are in his opinion relevant to the application. (3) A copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the Registrar, who shall make a minute of the order in his books relating to the company. 559. Power Of Tribunal To Declare Dissolution Of Company Void : (1) Where a company has been dissolved, whether in pursuance of this Part or of section 394 or otherwise, the Tribunal may at any time within two years of the date of the dissolution, on application by the liquidator of the company or by any other person who appears to the Tribunal to be interested, make an order, upon such terms as the Tribunal thinks fit, declaring the dissolution to have been void ; and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved. (2) It shall be the duty of the person on whose application the order was made, within thirty days after the making of the order or such further time as the Tribunal may allow, to file a certified copy of the order with the Registrar who shall register the same; and if such person fails so to do, he shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.” 21. A reading of Section 559 of the Act would show that the power of the Court to declare the dissolution of the Company and the time limitation within which such power can be exercised i.e., two (02) years from the date of dissolution. 22. Though it is contended on behalf of the appellants that since, the shareholders by putting aside their disputes having agreed to waive off 100% of unsecured loans and revive the company, and as no claims have been received pursuant to the publication of notice caused by the OL, no prejudice would be caused, if this Court were to consider the aforesaid provision liberally instead of restricting such power to be exercised within (02) years, firstly, it is to be noted that though said submission is attractive at the first blush, since, the time period of two (02) years is provided under the Act, the said period cannot be enlarged by the High Court being the Company Court exercising its original jurisdiction in such matters, and therefore cannot be held as being filed in compliance with the provision under Section 559 of the Act, for the petitioner to seek stay of e-auction by filing the underlying interlocutory application [See J.M.A. Mohamed Farook and Others v. Aziz Company Private Ltd. And Others, (1996)85 COMPCAS 29(MAD) ] 23. Secondly, though the petitioners have suddenly found interest in reviving the respondent/Company-in-liquidation, it is not difficult for this Court to discern the reason behind the same necessitating the appellants to approach the Company Court seeking permanent stay of the winding up but for the valuation report furnished by the Valuers appointed by this Court disclosing the value of the assets to be Rs.28.79 Crores and the OL taking action for conducting e- auction of the assets, of which the substantial value being attributed to the immovable property, namely the land. It is only on account of the increase in the land value, the appellants herein have put aside their differences to come together claiming they having entered into an agreement resolving their disputes and withdrawing the allegations against one another. 24. Further, the appellants in the application vide COMPA.No.146 of 2024 filed before the learned Company Judge though have stated to be interested in reviving the Company-in-Liquidation, it is to be noted that the Company-in-Liquidation, before this Court passing winding up, was in the line of business in printing, dyeing and processing textiles, and was not dealing in the proposed line of business i.e., steel and allied products, as being claimed by the appellants herein, now so as to claim of having attachment with the Company-in-liquidation, for them to seek revival. 25. Thus, this Court is of the prima facie view that the company application filed by the appellants herein before the learned Company Judge, wherein the appellants have filed the underlying interlocutory application seeking stay of e-auction, is only intended to stall the OL from bringing to sale both the movable and immovable assets of the Company-in-liquidation, namely, old plant & machinery, and importantly the land admeasuring Acres 2.30 guntas situated at Jeedimetla, and thus, there are no bonafides on part of the appellants herein. 26. In view of the above, this Court is of the considered view that the order of the learned Company Judge in dismissing the underlying interlocutory application, vide I.A.No.1 of 2024, does not call for any interference by this Court. 27. Accordingly, the OSA as filed is dismissed. However, it is made clear that the observations made herein above cannot be construed as this Court expressing any opinion on the merits of the Company Application, which the learned Company Judge will adjudicate on its merits. Consequently, the interim order dt. 19.12.2024, as regards confirmation of sale, stands vacated. 28. Consequently, miscellaneous petitions, if any, pending shall stand closed.