- 1 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 16TH DAY OF SEPTEMBER, 2025 PRESENT THE HON'BLE MR. JUSTICE D K SINGH AND THE HON'BLE MR. JUSTICE VENKATESH NAIK T ORIGINAL SIDE APPEAL NO. 23 OF 2017 BETWEEN: NGEF EX-EMPLOYEES WELFARE ASSOCIATION (R) FLAT NO.302 SAI SHANKARI RESIDENCY NO.2011, 20TH MAIN J.P.NAGAR 2ND PHASE BENGALURU-560078 REPRESENTED BY ITS GENERAL SECRETARY SHRI KRISHNA URS …APPELLANT (BY SRI ADITYA SONDHI, SENIOR COUNSEL FOR SRI H P GANGESH GOWDA, ADVOCATE) AND: 1. GOVERNMENT OF KARNATAKA SECRETARIAT VIDHAN SOUDHA BENGALURU-560001 REPRESENTED BY KARNATAKA STATE INDUSTRIAL AND INFRASTRUCTURE DEVELOPMENT CORPORATION (KSIIDC) KHANIJA BHAVAN, 49 4TH FLOOR Digitally signed by VASANTHA KUMARY B K Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 EAST WING RACE COURSE ROAD BENGALURU-560001 2. THE OFFICIAL LIQUIDATOR OF NGEF LIMITED (IN LIQUIDATION) ATTACHED TO THE HIGH COURT OF KARNATAKA "CORPORATE BHAVAN" NO.26-27, 12TH FLOOR RAHEJA TOWERS M.G.ROAD BENGALURU-560001 …RESPONDENTS (BY SRI SAJI P. JOHN & SMT. B. RAJASHREE, ADVOCATES FOR R-1; SRI K.S. MAHADEVAN, ADVOCATE FOR R-2) THIS OSA IS FILED U/S 483 OF THE COMPANIES ACT, 1956 R/W RULES 6 AND 9 OF THE COMPANIES (COURT) RULES, 1959 R/W SECTION 4 OF THE KARNATAKA HIGH COURT ACT, 1961, PRAYING TO SET ASIDE THE ORDER DATED 22.06.2017 MADE IN COMPANY APPLICATION NO.184/2015 IN CO.P.NO.154/2002 AND PASS APPROPRIATE ORDERS TO MEET THE ENDS OF JUSTICE AND ETC. THIS OSA, COMING ON FOR HEARING, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: - 3 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 CORAM: HON'BLE MR. JUSTICE D K SINGH and HON'BLE MR. JUSTICE VENKATESH NAIK T ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE D.K. SINGH) This Original Side Appeal has been filed impugning the order dated 22.06.2017 passed by the learned Company Judge in Company Application No.184/2015 in Company Petition No.154/2002. 2. The respondent-Company is 100% Government owned undertaking and therefore, it is a Government Company. 9.72% shareholding held by Elektoholding GmbH company was also bought over by the Government. It is the further case of the respondent-Company that all the dues of the secured/unsecured creditors have been settled and therefore, the State Government filed an application in Company Application No.184/2015 for staying the winding up proceedings to revive the Company in public interest, which was granted. This order of stay has been challenged before this Court by the appellant-Association of the erstwhile employees of the respondent-Company, who had - 4 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 taken voluntary retirement way back in 2002 pursuant to the Voluntary Retirement Scheme. 3. Sri Aditya Sondhi, the learned Senior Counsel assisted by Sri H.P. Gangesh Gowda, learned counsel for the appellant submits that the members of the appellant-Association have certain dues regarding the payment of ex gratia of 5% and some other dues which have remained unpaid and therefore, staying the winding up proceedings by the impugned order is against the interest of the members of the appellant-Association. He further submits that the impugned order is also against the judgment of the Supreme Court in Civil Appeal Nos.6061-6063/2008 dated 25.09.2008. 4. Sri Saji P. John, learned counsel appearing for the respondent-Company, however, submits that the respondent- Company is a wholly owned Government Company and public interest demands that the Company should be revived. Therefore, the Government has taken a conscious decision to revive the Company inasmuch as 100% shareholding is of the Government. He, therefore, submits that there is nothing illegal in the impugned order passed by the learned Company Judge - 5 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 staying the winding up proceedings when most of the dues of the secured/unsecured creditors have been cleared. He further submits that if the appellant-Association thinks or is of the opinion that some of its dues have not been paid in terms of the VRS Scheme of 2002, they should move an application before the learned Company Judge quantifying their dues for adjudication by the learned Company Judge, and the learned Company Judge, after hearing the parties, may pass appropriate direction which shall be implemented by the respondent- Company. He further submits that he will not raise any preliminary objection regarding the maintainability of such application if it is filed by the appellant-Association. However, whether such an application after the members of the petitioner- Association taken voluntary retirement in 2002 would arise for consideration needs to be considered by the learned Company Judge. 5. We have considered the submissions advanced at the Bar. We are of the considered view that the decision to revive the Company is in public interest which has been taken by the Government. The question of payment of admissible dues in - 6 - HC-KAR NC: 2025:KHC:36980-DB OSA No. 23 of 2017 terms of the Voluntary Retirement Scheme, 2002 in law shall be adjudicated by the learned Company Judge if an appropriate application is filed by the appellant-Association quantifying its dues. 6. We, therefore, dispose of this appeal permitting the appellant-Association to file an appropriate application regarding its claim of the unpaid dues, if any, in implementation of the Voluntary Retirement Scheme, 2002. We request the learned Company Judge to adjudicate the claim of the appellant- Association after giving due notice to the respondent-Company and decide the same expeditiously, in accordance with law. 7. We make it clear that we have not gone into the merits of the interim order at this stage. Sd/- (D K SINGH) JUDGE Sd/- (VENKATESH NAIK T) JUDGE BKV, List No.: 1 Sl No.: 50