High Court · 2025

1995-2001. The petitioner had approached this Court in 2009, i.e., almost 17 years after the cause of action arose which was always within his knowledge.

3. No good cause for the delay has been disclosed in the writ petition. It is well settled law that mere making of repeated representations do not furnish a satisfactory cause to condone the delay. The writ petition is liable to be dismissed on the grounds of delay alone. However, in the interest of justice, the matter is also being adjudicated on merits.

4. The M/s Hindustan Cables Ltd. was closed down by 2 the Government on 28.09.2016 and was thereafter taken over by M/s. Naini Aerospace Ltd. An undertaking dated

16.12.2016 was given by the petitioner to M/s Hindustan Cables Ltd. when he was considered for fresh appointment in M/s. Naini Aerospace Ltd. The relevant parts of the undertaking dated 16.12.2016 are extracted hereunder: "5. On the transfer of my employment to the HAL Subsidiary, in terms of Section 25FF of the Industrial Disputes Act, 1947, I undertake that: a) I shall accept unconditionally the transfer of my employment to the HAL Subsidiary. b) I shall abide by the terms and conditions of employment, which will be notified by the HAL Subsidiary and which shall not be less favourable than the terms and conditions of the Naini Unit of the Company. c) I shall agree that the HAL Subsidiary would pay me applicable remuneration only in the 1997 Pay Scales presently prevailing in the Company. d) I understand that the HAL Subsidiary will have its own rules and regulations and I shall abide by them to continue my employment with the HAL Subsidiary. e) I will not raise any demand/dispute in future for extending the Pay Scales, Allowances, Benefits, Perquisites, Incentives, etc., prevailing in the Parent Company i.e. HAL, to the employees of the HAL Subsidiary. f) I understand that benefits like PF, Leave, Gratuity, etc. will be extended to me by HAL Subsidiary as per the rules and regulations prevailing in the Naini Unit of the Company or as per the rules and regulations,which will be formulated by the HAL Subsidiary, and which would not be less favourable than the existing rules and regulations of the Company. g) I shall undergo the necessary training/re-training/multi-skill training as required by the HAL Subsidiary to carry out the assigned jobs in the HAL Subsidiary at any location in India. I undertake to undergo training in Divisions of HAL to acquire skill, on deputation/assignment basis, if so nominated. h) I will carry out all the assigned jobs entrusted to me in the HAL 3 Subsidiary to my fullest capacity, devotion and potential. i) I undertake to work at any place within the country, where the HAL Subsidiary would post/transfer/depute/assign me and I shall not be confined only to the Naini Unit. j) I understand that payment of wages, allowances, etc. to me will be made by the HAL Subsidiary only from the date of transfer to the HAL Subsidiary. I will raise no claim for the past period of my service in the Company, from HAL or the HAL Subsidiary, being not liable. j) I undertake not to litigate against the HAL Subsidiary for any issues pending with the Company or its Naini Unit in any court of Law. In case any court proceedings, etc. are pending, I undertake to settle/withdraw/close them forthwith before transfer to the Subsidiary Company. k) I understand that all the dues, perquisites, claims of pay etc. during my service in Naini Unit prior to the transfer to the HAL Subsidiary are paid by the Company and no dues are pending as such. Hence, I undertake not to raise any such claim from HAL or the HAL Subsidiary regarding claims of pay, dues, perquisites etc., pertaining to the period of my service in the Company."

5. After M/s. Hindustan Cables Ltd. was taken over by the M/s Naini Aerospace Ltd., a fresh appointment was offered to the petitioner on 01.02.2017 by the M/s Naini Aerospace Ltd. Under the terms of appointment the petitioner had waived his claims as an employee of M/s. Hindustan Cables Ltd. The petitioner unconditionally accepted the aforesaid offer of appointment and joined the post of Technician in M/s Naini Aerospace Ltd. He worked on the aforesaid post and superannuated on

31.03.2024.

6. The issue regarding the conflict of agreement between the M/s. Hindustan Cables Ltd. and M/s.Naini Aerospace Ltd. shall now be discussed. The manpower transfer agreement dated 30.01.2017 was executed between the 4 said companies. The relevant parts of the said manpower transfer agreement are extracted below: "6.6. All the liabilities arising out of the service, labour and other disputes in progress or pending regarding the transferred Employees shall be borne by the Transferor. Any liabilities arising out of such dispute which are raised after the Transfer Date but which pertains to time period prior to Transfer Order shall be borne by Transferor.

6.10. The Transferor agree that all the disputes including court cases and arbitration matters in respect to the Naini Unit of HCL shall be continued, prosecuted, defended and enforced by the Transferor. However, if the Third Party makes NAeL as party to any court proceeding or arbitration then the cost and expenses incurred in continuing, prosecuting, defending and enforcing court matters including arbitration matters by NAeL shall be paid by the Transferor. If pursuant to any such court matters including arbitration matters any penalties, interest or monetary liability of any nature is required to be paid after Transfer Date, all such penalties, liabilities, interest payment etc. shall be paid and discharged by the Transferor."

7. The said agreement has to be read in light of various agreements between parties. The claim of the petitioner has to be determined in consonance with the terms of appointment of the petitioner in the M/s. Naini Aerospace Ltd. The terms and conditions of the appointment were extracted in the letter dated

01.02.2017 had been issued to him by the M/s. Naini Aerospace Ltd. The relevant provisions of the said offer of appointment dated 01.02.2017 which was duly accepted by the petitioner without demur are extracted hereunder: "vii. Terms and Conditions of your employment will be regulated by the certified Standing Orders of NAeL. However, pending certification of Standing Orders, Model Standing Orders as prescribed under the Industrial Employment (Standing Orders) Act, 1946 will be in force. viii. You shall not be entitled to demand/claim salary, benefits etc. of 5 whatsoever nature from NAeL pertaining to your service in HCL. You shall be entitled for salary, benefits, claims etc. from NAeL, for the period commencing from the date of takeover of Assets and Manpower of Naini Unit of HCL, by NAeL."

8. The offer of appointment dated 01.02.2017 which was duly accepted by the petitioner clearly stipulate that the services rendered or claims relatable to the erstwhile service in M/s. Hindustan Cables Ltd. will not be the basis of any claim against the new employer. The petitioner acted in pursuance of the said appointment letter by joining the post. The said appointment letter governs the conditions of service of the petitioner. The petitioner continued to serve in M/s. Naini Aerospace Ltd. continuously and without protest till his superannuation on 31.03.2024. The petitioner cannot resile from agreements which were duly executed by him and implemented by M/s. Naini Aerospace Ltd. The petitioner has derived full benefits from the said agreements over the years, and it is impermissible to allow him to repudiate the same. The writ petition is accordingly dismissed. Order Date :- 4.3.2025 Ashish Tripathi ASHISH NAYAN TRIPATHI High Court of Judicature at Allahabad

1995-2001. The petitioner had approached this Court in 2009, i.e., almost 17 years after the cause of action arose which was always within his knowledge.

3. No good cause for the delay has been disclosed in the writ petition. It is well settled law that mere making of repeated representations do not furnish a satisfactory cause to condone the delay. The writ petition is liable to be dismissed on the grounds of delay alone. However, in the interest of justice, the matter is also being adjudicated on merits.

4. The M/s Hindustan Cables Ltd. was closed down by 2 the Government on 28.09.2016 and was thereafter taken over by M/s. Naini Aerospace Ltd. An undertaking dated

16.12.2016 was given by the petitioner to M/s Hindustan Cables Ltd. when he was considered for fresh appointment in M/s. Naini Aerospace Ltd. The relevant parts of the undertaking dated 16.12.2016 are extracted hereunder: "5. On the transfer of my employment to the HAL Subsidiary, in terms of Section 25FF of the Industrial Disputes Act, 1947, I undertake that: a) I shall accept unconditionally the transfer of my employment to the HAL Subsidiary. b) I shall abide by the terms and conditions of employment, which will be notified by the HAL Subsidiary and which shall not be less favourable than the terms and conditions of the Naini Unit of the Company. c) I shall agree that the HAL Subsidiary would pay me applicable remuneration only in the 1997 Pay Scales presently prevailing in the Company. d) I understand that the HAL Subsidiary will have its own rules and regulations and I shall abide by them to continue my employment with the HAL Subsidiary. e) I will not raise any demand/dispute in future for extending the Pay Scales, Allowances, Benefits, Perquisites, Incentives, etc., prevailing in the Parent Company i.e. HAL, to the employees of the HAL Subsidiary. f) I understand that benefits like PF, Leave, Gratuity, etc. will be extended to me by HAL Subsidiary as per the rules and regulations prevailing in the Naini Unit of the Company or as per the rules and regulations,which will be formulated by the HAL Subsidiary, and which would not be less favourable than the existing rules and regulations of the Company. g) I shall undergo the necessary training/re-training/multi-skill training as required by the HAL Subsidiary to carry out the assigned jobs in the HAL Subsidiary at any location in India. I undertake to undergo training in Divisions of HAL to acquire skill, on deputation/assignment basis, if so nominated. h) I will carry out all the assigned jobs entrusted to me in the HAL 3 Subsidiary to my fullest capacity, devotion and potential. i) I undertake to work at any place within the country, where the HAL Subsidiary would post/transfer/depute/assign me and I shall not be confined only to the Naini Unit. j) I understand that payment of wages, allowances, etc. to me will be made by the HAL Subsidiary only from the date of transfer to the HAL Subsidiary. I will raise no claim for the past period of my service in the Company, from HAL or the HAL Subsidiary, being not liable. j) I undertake not to litigate against the HAL Subsidiary for any issues pending with the Company or its Naini Unit in any court of Law. In case any court proceedings, etc. are pending, I undertake to settle/withdraw/close them forthwith before transfer to the Subsidiary Company. k) I understand that all the dues, perquisites, claims of pay etc. during my service in Naini Unit prior to the transfer to the HAL Subsidiary are paid by the Company and no dues are pending as such. Hence, I undertake not to raise any such claim from HAL or the HAL Subsidiary regarding claims of pay, dues, perquisites etc., pertaining to the period of my service in the Company."

5. After M/s. Hindustan Cables Ltd. was taken over by the M/s Naini Aerospace Ltd., a fresh appointment was offered to the petitioner on 01.02.2017 by the M/s Naini Aerospace Ltd. Under the terms of appointment the petitioner had waived his claims as an employee of M/s. Hindustan Cables Ltd. The petitioner unconditionally accepted the aforesaid offer of appointment and joined the post of Technician in M/s Naini Aerospace Ltd. He worked on the aforesaid post and superannuated on

31.03.2024.

6. The issue regarding the conflict of agreement between the M/s. Hindustan Cables Ltd. and M/s.Naini Aerospace Ltd. shall now be discussed. The manpower transfer agreement dated 30.01.2017 was executed between the 4 said companies. The relevant parts of the said manpower transfer agreement are extracted below: "6.6. All the liabilities arising out of the service, labour and other disputes in progress or pending regarding the transferred Employees shall be borne by the Transferor. Any liabilities arising out of such dispute which are raised after the Transfer Date but which pertains to time period prior to Transfer Order shall be borne by Transferor.

6.10. The Transferor agree that all the disputes including court cases and arbitration matters in respect to the Naini Unit of HCL shall be continued, prosecuted, defended and enforced by the Transferor. However, if the Third Party makes NAeL as party to any court proceeding or arbitration then the cost and expenses incurred in continuing, prosecuting, defending and enforcing court matters including arbitration matters by NAeL shall be paid by the Transferor. If pursuant to any such court matters including arbitration matters any penalties, interest or monetary liability of any nature is required to be paid after Transfer Date, all such penalties, liabilities, interest payment etc. shall be paid and discharged by the Transferor."

7. The said agreement has to be read in light of various agreements between parties. The claim of the petitioner has to be determined in consonance with the terms of appointment of the petitioner in the M/s. Naini Aerospace Ltd. The terms and conditions of the appointment were extracted in the letter dated

01.02.2017 had been issued to him by the M/s. Naini Aerospace Ltd. The relevant provisions of the said offer of appointment dated 01.02.2017 which was duly accepted by the petitioner without demur are extracted hereunder: "vii. Terms and Conditions of your employment will be regulated by the certified Standing Orders of NAeL. However, pending certification of Standing Orders, Model Standing Orders as prescribed under the Industrial Employment (Standing Orders) Act, 1946 will be in force. viii. You shall not be entitled to demand/claim salary, benefits etc. of 5 whatsoever nature from NAeL pertaining to your service in HCL. You shall be entitled for salary, benefits, claims etc. from NAeL, for the period commencing from the date of takeover of Assets and Manpower of Naini Unit of HCL, by NAeL."

8. The offer of appointment dated 01.02.2017 which was duly accepted by the petitioner clearly stipulate that the services rendered or claims relatable to the erstwhile service in M/s. Hindustan Cables Ltd. will not be the basis of any claim against the new employer. The petitioner acted in pursuance of the said appointment letter by joining the post. The said appointment letter governs the conditions of service of the petitioner. The petitioner continued to serve in M/s. Naini Aerospace Ltd. continuously and without protest till his superannuation on 31.03.2024. The petitioner cannot resile from agreements which were duly executed by him and implemented by M/s. Naini Aerospace Ltd. The petitioner has derived full benefits from the said agreements over the years, and it is impermissible to allow him to repudiate the same. The writ petition is accordingly dismissed. Order Date :- 4.3.2025 Ashish Tripathi ASHISH NAYAN TRIPATHI High Court of Judicature at Allahabad