Kerala High Court
P.V. Narayanan vs Keltron Projectors Ltd on 26 May, 2022
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE ALEXANDER THOMAS
&
THE HONOURABLE MRS. JUSTICE SHOBA ANNAMMA EAPEN
Thursday, the 26th day of May 2022 / 5th Jyaishta, 1944
WA NO. 601 OF 2022
AGAINST JUDGMENT DATED 02.03.2022 IN WP(C) 26786/2018 OF THIS COURT
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APPELLANTS/PETITIONERS 1,4 TO 49:
1. P.V. NARAYANAN, AGED 72 YEARS , K.V. GARDENS NO.8, PULLERI,
PEROORKADA, THIRUVANANTHAPURAM - 695 005.
BY ADV. PIRAPPANCODE V.S.SUDHIR
AND 46 OTHERS.
RESPONDENTS/RESPONDENTS:
1. KELTRON PROJECTORS LTD., PEROORKADA, THIRUVANANTHAPURAM, PIN - 695
005.
AND 2 OTHERS.
BY STANDING COUNSEL SRI.M.A.ZOHARA FOR R2
SENIOR GOVERNMENT PLEADER FOR R3
K.MONI, STANDING COUNSEL FOR OFFICIAL LIQUIDATOR
Prayer for interim relief in the Writ Appeal stating that in the
circumstances stated in the appeal memorandum, the High Court be pleased
to direct the respondents to disburse the Voluntary Retirement Scheme at
the rate of 30 days wages, for every completed year of service, to the
petitioners, pending disposal of the Writ Appeal.
This Writ Appeal again coming on for orders on 26/05/2022 upon
perusing the appeal memorandum and this court's order dated
23/05/2022, the court on the same day passed the following:
P.T.O.
EXT.P6:TRUE COPY OF THE LETTER NO.36634/D3/2006/ID
DATED 27.5.2010 OF THE 3RD RESPONDENT.
EXT.P16:TRUE COPY OF THE NOTE FILE NO.36634/D3/2006/ID.
EXT.P27:TRUE COPY OF THE G.O.(MS) NO.91/12/ID DATED 30.7.2012.
EXT.P34:TRUE COPY OF THE JUDGMENT DATED 21.11.2016
OF THIS HON'BLE COURT IN W.P.(C) NO.31111/2010.
EXT.P38:TRUE COPY OF THE G.O.(RT) NO.930/2017/ID
DATED 28.6.2017 OF THE 1ST RESPONDENT.
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ALEXANDER THOMAS & SHOBA ANNAMMA EAPEN, JJ.
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W.A. No.601 of 2022
[arising out of the impugned judgment dated 02.03.2022 in W.P.(C) No.26786/2018]
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Dated this the 26th day of May, 2022
ORDER
Sri.K.Moni, Standing Counsel for the Official Liquidator submits
that the 1st respondent Keltron Projectors Limited (KPL) was earlier
under liquidation process in Company Petition, C.P. No.44/2004, later
order dated 06.12.2019 has been passed dissolving the company under
Sec.559 of the Companies Act and therefore the company is no longer in
existence. Further, for the sake of convenience the 1 st respondent KPL
has been impleaded as a respondent in the writ proceedings as well as in
the writ appeal and a company under liquidation can be represented
only by the Official Liquidator. For the time being, it is ordered that the
name of Sri.K.Moni, learned Standing Counsel for the Official
Liquidator will be shown in the cause list. Smt.M.A.Zohara, learned
Standing Counsel for the (Kerala State Electronics Development
Corporation-KSEDC) (KELTRON) has taken notice before admission
for the 2nd respondent and the learned Senior Government Pleader has
taken notice before admission to the 3rd respondent State of Kerala.
2. Sri.Pirappancode V.S.Sudheer, learned counsel appearing
for the appellant, would submit that it is admitted by the respondent
State Government in Ext.P27 G.O.(MS) No.91/12/ID dated 30.07.2012
that, out of the total 39,134 shares of the 1 st respondent KPL, the 2nd
respondent KELTRON held 19,574 shares (including nominee shares
of Rs.10/- each) and that this constitutes 50.02% of the share holding
in the 1st respondent KPL by the 2nd respondent KELTRON. It is
pointed out that, in view of this admitted fact, it is clear that the 2 nd
respondent KELTRON has held 19,574 shares and the others held
19,567 shares out of the total 39,134 shares in the 1 st respondent KPL
and it is thus, more than 50% as admitted in Ext.P27. Hence, it is
contended by the appellants that the 1 st respondent KPL would be a
'subsidiary' of the 2nd respondent KELTRON, in terms of
Sec.4(1)((b)(ii) of the Companies Act, 1956. Since what is stipulated
therein is only that the other company, named KELTRON holds more
than half in nominal value of the equity share capital of the 1 st
respondent KPL and that since 50.02% of the shares is held by the 2 nd
respondent KELTRON, the 1st respondent KPL is a subsidiary of the 2nd
respondent KELTRON, etc. Hence, it is urged that since the 1 st
respondent KPL is a subsidiary of the 2 nd KELTRON, the former is also
a Government company within the meaning of Sec.2(18) read with
Sec.617 of the Companies Act, 1956 inasmuch as the last limb of
Sec.617 would be satisfied.
3. On this basis, it is urged that the substratum of the
reasonings contained in Ext.P38 G.O.(Rt) No.930/2017/ID dated
28.06.2017, rejecting the claims of the appellants would crumble
down. Further that, it is also admitted by the respondent State
Government in para Nos.61 & 65 of Ext.P16 Government Notes (which
led to the previous rejection order as per Ext.P6 which is the subject
matter of Ext.P34 judgment of this Court), that 45 days package has
been implemented by the 2nd respondent KELTRON in the case of its
own employees as well as the employees of other subsidiary companies
of KELTRON such as KPDL, KCL, etc. Further that the main direction
issued by this Court as per Ext.P34 judgment dated 21.11.2016 in W.P.
(C) No.31111/2010 is that the respondent State Government should
seriously consider as to whether the benefits given to other subsidiary
companies of the respondent KELTRON could be extended in the case
of the appellants, who were employees of the 1st respondent KPL. That,
since, it is thus factually and legally established that the 1 st respondent
KPL is a subsidiary of the 2 nd respondent KELTRON and therefore it is
also a Government company within the meaning of Sec.617 of the
Companies Act, 1956, the same treatment as given to other subsidiary
companies of KELTRON should also be extended to the appellants and
the mere fact that the 2nd respondent KELTRON holds only 50.02% of
the total shares in the respondent KPL will not make any difference.
Further that, it is reliably learnt that the Government has filed
pleadings and statements before the company court (this Court
exercising company jurisdiction under the Companies Act, 1956), in
the liquidation proceedings of the 1 st respondent KPL that the
respondent KPL is a subsidiary of KELTRON and that therefore it is
also a Government company within the meaning of Sec.617 of the
Companies Act, etc.
4. The competent authority of the State Government in the
Industries Department as well as the Managing Director of the 2 nd
respondent KELTRON will furnish specific and precise instructions in
answer to the abovesaid factual and legal pleas now urged before us by
the appellants. If no satisfactory answer is given then we may have to
proceed on the basis of existing pleadings and materials. So also the
details of the share holding in other subsidiary companies of
KELTRON like KPDL, KCL, etc. with regard to shares held by
KELTRON, Government, etc. should be apprised to this Court.
5. Sri.Pirappancode V.S. Sudheer, learned counsel appearing
for the appellants would point out that the prayers sought for by the
appellants both in the W.P.(C) as well as in the present W.A. are all
against the respondent State Government and not against the 1 st
respondent KPL and therefore the bar under the Companies Act, 1956
for institution of legal proceedings as against a wound-up company in
fora other than the company court will not be applicable in the present
case.
6. The Official Liquidator will furnish instructions to their
learned Standing Counsel, as to the details of the winding up of the
company, like the crucial orders passed in the winding up of the
company in C.P. No.44/2004 and also the details of the final
dissolution order passed under Sec.559 of the Companies Act, etc. and
also should apprise this Court as to whether any pleadings by way of
affidavit/statement have been filed either by the State Government or
by KELTRON in the abovesaid Company Petition No.44/2004, stating
as to whether or not the 1 st respondent KPL is a subsidiary of the 2 nd
respondent KELTRON and also as to whether or not the 1 st respondent
KPL is a Government Company, within the meaning of Sec.617 of the
Companies Act, etc. Copies of such pleadings filed by the respondent
KELTRON or the respondent State Government in the Company
Petition should also be produced along with their statement.
7. The learned Standing Counsel for the 2 nd respondent
KELTRON, the learned Senior Government Pleader and the learned
Standing Counsel for the Official Liquidator seeks short time to get
instructions and to file their statements, if any, in the meanwhile.
List the case on 07.06.2022.
Hand Over a copy of this order to both sides.
Sd/-
ALEXANDER THOMAS,
JUDGE
Sd/-
SHOBA ANNAMMA EAPEN,
JUDGE
Skk//26052022
26-05-2022 /True Copy/ Assistant Registrar
