- 1 - NC: 2025:KHC:9685 CA No. 5 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 6TH DAY OF MARCH, 2025 BEFORE THE HON'BLE MR JUSTICE M.G.S. KAMAL COMPANY APPLICATION NO. 5 OF 2025 BETWEEN: OFFICIAL LIQUIDATOR OF U AND I SYSTEM DESIGN LTD (IN LIQUIDATION) 'CORPORATE BHAVAN', 12TH FLOOR, RAHEJA TOWERS, NO.26-27, M. G. ROAD, BENGALURU - 560 001. …APPLICANT (BY SMT. KRUTIKA RAGHAVAN., ADVOCATE) AND: 1. MR. UMANG VOHRA, MANAGING DIRECTOR, CIPLA LIMITED, AT CIPLA HOUSE, PENINSULA BUSINESS PARK, GK MARG, LOWER PAREL, MUMBAI, MAHARASHTRA - 400 013. 2. MR. GURURAJ R. ITIGI, EX-MANAGING DIRECTOR OF U AND I SYSTEM DESIGN LTD., AT NO.774, 10TH 'D' CROSS, 5TH MAIN ROAD, W.O.C ROAD, MAHALAKSHMIPURAM, BENGALURU - 560 086. …RESPONDENTS (BY SRI. NAMAN JHABAKH.,ADV FOR SMT. MAYA HOLLA., ADV FOR R1) Digitally signed by ROOPA R U Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:9685 CA No. 5 of 2025 THIS COMPANY APPLICATION IS FILED UNDER SECTION 446(2)(d) AND PROVISIONS OF SECTION 538 TO 545 OF THE COMPANIES ACT, 1956 R/W RULE 9 OF THE COMPANIES (COURT) RULES, 1959 AND PROVISIONS OF CRPC PRAYING THIS HON'BLE COURT TO: A) DELETE THE NAME OF OFFICIAL LIQUIDATOR OF U & I SYSTEMS DESIGN LIMITED (IN LIQUIDATION) FROM THE ARRAY OF ACCUSED IN CC NOS.5041/SS/2005, 5042/SS/2005 AND 5086/SS/2015 PENDING BEFORE THE HON'BLE METROPOLITAN MAGISTRATE, 14TH COURT AT GIRGAON, MUMBAI. THIS COMPANY APPLICATION, COMING ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE M.G.S. KAMAL ORAL ORDER O.L.R. No.7/2025 in C.A.No.5/2025, is filed by the Official Liquidator seeking following reliefs: "a) approve the engagement of M/S. AVS Legal, Advocates having office at C/o. ARV & Associates, 1st Floor, Laxmi Building, P.M. Road, Fort, Mumbai-400 001 to represent the Official Liquidator in CC Nos. 5841/SS/2005, 5842/SS/2005 and 5086/SS/2015 before the Learned Metropolitan Magistrate, 14th Court at Girgaon, Mumbai; b) permit the Official Liquidator to make payment of Rs.8,000/- to M/s.AVS Legal and also to honor the future bills from the funds available to the credit of the Co. (in liquidation) till disposal of the matters. AND/OR c) pass any such other order(s) as this Hon'ble Court may deem fit in the facts and circumstances of the present case in the interest of justice and equity. - 3 - NC: 2025:KHC:9685 CA No. 5 of 2025 2. Learned counsel for the Official Liquidator submits that this Court on 17.01.2025 has passed the following order. "The present application is filed under Section 446(2) of the Companies Act, 1956, seeking a direction that there shall not be any coercive steps against the Official Liquidator. It is stated that the winding up proceedings were initiated in COP No.58/2006 pertaining to M/s. U & I Systems Design Limited and in the year 2005, respondent No.1 has filed a complaint under Section 138 of N.I. Act before the Metropolitan Magistrate, 14th Court at Girgaon and the Court has issued the warrant to one Mr. C.V.Sanjeevan, Official Liquidator. It is stated that Mr.C.V. Sanjeevan is no more Official Liquidator and it is informed by the Police that as the warrant is issued to the Official Liquidator, they will be executing the warrant against the present Official Liquidator. 2. The proceedings under Section 138 of the Negotiable Instruments Act are pending before the Court at Bombay right from the year 2005. It is stated that the notices were received recently and immediately a warrant is issued to the Official Liquidator. Generally, the procedure is when the summons are issued and they are served and in spite of that when the party fails to appear before the Court, then the Court would take the coercive steps and issue the warrant. It is submitted that they have received the notice on 20.06.2024 and the warrant was issued on 07.01.2020. It is submitted by the learned counsel appearing for the Official Liquidator that the Official Liquidator will pursue the matter and in the meantime, if the warrant is executed, he will be put to hardship. 3. When the proceedings are pending from 2005 and when already notices are received in the year 2024, it is the duty of the Official Liquidator to represent himself and bring all the facts about the winding up proceedings that are pending before this Court and all other issues needs to be brought to the notice of the Courts at Bombay. However, considering the fact that already a warrant is issued, there shall not be any coercive steps against the Official Liquidator till 30.01.2025. - 4 - NC: 2025:KHC:9685 CA No. 5 of 2025 4. List this matter on 31.01.2025. By that time, the Official Liquidator shall make all efforts to represent before the Court through authorised representative/advocate." 3. It is submitted that pursuant to the order already having been passed by this Court permitting the Official Liquidator to represent before the Court at Mumbai through an authorized representative/advocate necessary steps in this matter will be taken and that the present application is filed to the limited extent of approval for payment towards invoice raised by the counsel engaged by the official liquidator at Mumbai, which is in a sum of Rs.8,000/-. 4. On a query by this Court as to the capacity in which the Official Liquidator is appearing before the said Court, it is pointed out that he is appearing only as a witness in the said matter. 5. The aforesaid proceeding under Section 138 of Negotiable Instrument Act is neither initiated by the Official Liquidator nor is in aid of the winding up of the company in liquidation. The said proceedings are initiated - 5 - NC: 2025:KHC:9685 CA No. 5 of 2025 by the petitioner in Company Petition No.58/2006 i.e., M/s. CIPLA Limited against U and I System Design Limited and Others in the year 2005. 6. In that view of the matter, expenses of the witness normally has to borne by the complainant who seeks benefit of the evidence of the witness. At this juncture learned counsel appearing for the respondent, who is the complainant in the said proceedings, undertakes to pay/reimburse the amount stated to be payable / paid by Official Liquidator towards the Memorandum of Professional Fees enclosed along with the application at page No.12 as well as the future amount if any raised. Submission of learned counsel is taken on record as an undertaking to this Court. Accordingly, the Application is disposed of. 7. Learned counsel further submits that the case numbers pending at Mumbai is incorrectly shown as CC Nos.5041/SS/2005 and 5042/SS/2005 instead of CC - 6 - NC: 2025:KHC:9685 CA No. 5 of 2025 Nos.5841/SS/2005 and 5842/SS/2005. Learned counsel is permitted to correct the same. Sd/- (M.G.S. KAMAL) JUDGE AMA List No.: 1 Sl No.: 31