Govt Approved Revival & Full Liability Undertaking Justify Recall of Winding‑Up: Kerala HC Allows Keltron to Take Over KPDL & KRCL [Read Order]
The Court accepted the Government‑approved revival plan involving Keltron and the Centre for Materials for Electronics Technology (C‑MET), along with Keltron’s undertaking to assume all present and future liabilities.
![Govt Approved Revival & Full Liability Undertaking Justify Recall of Winding‑Up: Kerala HC Allows Keltron to Take Over KPDL & KRCL [Read Order]](https://images.taxscan.in/h-upload/2025/12/18/2113057-keltron.webp "Govt Approved Revival & Full Liability Undertaking Justify Recall of Winding‑Up: Kerala HC Allows Keltron to Take Over KPDL & KRCL [Read Order]")
The Kerala High Court has allowed two applications filed by the Kerala State Electronics Development Corporation (Keltron) seeking recall of the winding‑up orders passed in 2005 and 2006 against its subsidiaries, Keltron Power Devices Ltd. (KPDL) and Keltron Rectifiers Ltd. (KRCL).
Both companies had been ordered to be wound up based on preliminary findings of the Board of Industrial and Financial Reconstruction (BIFR), which had opined that winding up was the appropriate course.
Keltron approached the Court, invoking Rule 9 of the Companies (Court) Rules, 1959, seeking revival of the entities and discharge of the Official Liquidator.
A central factor in the Court’s decision was the Government of Kerala’s approval of a comprehensive revival proposal involving Keltron and the Centre for Materials for Electronics Technology (C‑MET).
Through G.O.(Ms) No.39/2025/ID dated 05.05.2025, the State accorded in‑principle sanction to retrieve 12.19 acres of land belonging to the companies from the Official Liquidator.
The plan envisages the sale of five acres to C‑MET for settling outstanding dues owed to the Ministry of Electronics and Information Technology (MeitY), and the development of the remaining land through a joint venture between C‑MET and Keltron for establishing a Common Facility Centre for sensor manufacturing, calibration, testing, and electronic component production.
The Official Liquidator, while not opposing the revival, sought an express undertaking from Keltron that it would assume responsibility for all present and future liabilities of the companies.
Keltron complied by filing an affidavit affirming that, as the holding company, it would bear all statutory and other dues arising against KPDL and KRCL. It also submitted that approval of the scheme by members was unnecessary since both companies are wholly owned subsidiaries, and that no secured creditors existed requiring a creditors’ meeting under Section 391 of the Companies Act, 1956.
Keltron was represented by Advocates Mr Nebil Nizar, Mr N Krishna Moorthy and Mr Akhil Chandran and the official liquidator was represented by Mr K Moni
The Court noted that both the State Government and the Official Liquidator had expressed no objection to the revival plan and that Keltron had undertaken full responsibility for liabilities.
In this backdrop, the Court found no impediment to recalling the winding‑up orders and permitting Keltron to take over the assets, liabilities, records, pending cases, decrees, and surplus funds of the companies. The revival will also enable Keltron to pursue pending company claims and execute decrees previously handled by the Official Liquidator.
Allowing both applications, the Court held that the revival scheme, supported by the Government and backed by Keltron’s liability undertaking, justified recalling the earlier winding‑up orders.
The ruling clears the way for operational revival and implementation of the C‑MET–Keltron development project on the reclaimed land.
