- 1 - HC-KAR NC: 2025:KHC:54276-DB OSA No. 18 of 2023 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 18TH DAY OF DECEMBER, 2025 PRESENT THE HON'BLE MR. JUSTICE JAYANT BANERJI AND THE HON'BLE MR. JUSTICE K. V. ARAVIND ORIGINAL SIDE APPEAL No. 18 OF 2023 BETWEEN: 1. SRI KRISHNA SHELTERS PVT. LTD., A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE AT No.59, SRI KRISHNA SUDHA, WEST ANJANEYA TEMPLE STREET, OFF BASAVANAGUDI MAIN ROAD, GANDHI BAZAAR, BENGALURU - 560 004, REPTD. BY ITS MANAGING DIRECTOR, MR. K.A. RAGHAVENDRA. …APPELLANT (BY SRI SACHIN DEVAIAH M.M., ADVOCATE) AND: 1. ULTRATECH CEMENT LTD., A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE AT: B-WING, AHURA CENTRE, 2ND FLOOR, MAHAKALI CAVES ROAD, ANDHERI (EAST), MUMBAI - 400 093, REGIONAL OFFICE AT Digitally signed by VALLI MARIMUTHU Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:54276-DB OSA No. 18 of 2023 INDUSTRY HOUSE, 5TH FLOOR, 45, RACE COURSE ROAD, BENGALURU - 560 001. REP. BY MR. SUSHIL SINGHANIA. …RESPONDENT (BY SRI B.N. VIVEK, ADVOCATE) THIS ORIGINAL SIDE APPEAL / OSA IS FILED UNDER SECTION 483 OF COMPANIES ACT, 1956 READ WITH SECTION 4 OF THE KARNATAKA HIGH COURT ACT, 1961 PRAYING TO SET ASIDE THE ORDER DATED 10.11.2023 PASSED BY THE SINGLE JUDGE OF THIS HON'BLE HIGH COURT OF KARNATAKA AT BENGALURU, IN COP No.131/2016 CONSEQUENTLY, SET ASIDE THE ORDER DATED 01.12.2023 PASSED BY THE SINGLE JUDGE IN COP No.131/2016 FILED BY THE RESPONDENT BEFORE THE HON'BLE HIGH COURT OF KARNATAKA AT BENGALURU AND ETC. THIS APPEAL, COMING ON FOR ADMISSION THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE JAYANT BANERJI and HON'BLE MR. JUSTICE K. V. ARAVIND ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE JAYANT BANERJI) Heard learned counsel appearing for the appellant and the learned counsel appearing for the respondent. 2. The instant appeal has been filed seeking to set aside the order dated 10.11.2023 passed by the learned Single Judge of this Court in COP No.131/2016 filed by the respondent - 3 - HC-KAR NC: 2025:KHC:54276-DB OSA No. 18 of 2023 before this Court. In the COP No.131/2016 filed by the respondent, in view of the failure of the appellant-company to repay its debts, winding up was sought. The company petition, though was admitted by the impugned order, however, the advertisement was deferred in order to afford an opportunity to the respondent-company to pay the amount to the petitioner. It appears that the matter was referred for mediation before the Karnataka Mediation Center. 3. It is pertinent to note that the aforesaid company petition was filed in which it was stated that the total outstanding dues against the appellant-company was a sum of Rs.75,00,000/-. 4. However, in the settlement arrived at between the parties, the parties have resolved to settle their dues on a total amount of Rs.72,00,000/-. However in the settlement agreement, though the amount is mentioned as Rs.72,00,000/- in figures, however, the amount in words is mentioned as rupees seventy two thousand. The parties state that this is a clerical error and this can be rectified. Accordingly, the parties - 4 - HC-KAR NC: 2025:KHC:54276-DB OSA No. 18 of 2023 are permitted to correct the amount which is written in words in paragraph No.III(1) of the settlement agreement. 5. The entire settled amount is to be paid in installments. An amount of Rs.43,00,000/- is also required to be kept as security, which shall be presented by the respondent even if any one agreed installment as per schedule is not paid. In case of any default on part of the appellant to make payments as per the agreed schedule, the Directors of the appellant-company shall be jointly and severally liable to pay the said Rs.43,00,000/- along with interest at the rate of 18% per annum from the date of settlement agreement till actual realization. It is also mentioned in the agreement that the respondent would be at liberty to withdraw the amount of Rs.22,27,134.95/- which is deposited before this High Court by the appellant in the instant appeal. This amount shall be adjusted towards the final settlement amount of Rs.72,00,000/-. 6. There is another clause in the agreement which says that the respondent shall withdraw Criminal Appeal No.1533/2021 after the final payment is made. - 5 - HC-KAR NC: 2025:KHC:54276-DB OSA No. 18 of 2023 7. In view of the aforesaid settlement, no further dispute would survive between the parties and the OSA is disposed of in terms of the compromise. On failure of the debtor to comply with the terms of the settlement it is left open to the creditor company to take steps for winding up of the debtor company. A copy of the compromise shall be issued along with a copy of the order passed today subject to payment of usual charges and on compliance of the Rules. Sd/- (JAYANT BANERJI) JUDGE Sd/- (K. V. ARAVIND) JUDGE VBS List No.: 1 Sl No.: 4