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2020 (2) TMI 1529 - HC - Companies LawDemand of differential premium - Execution of lease agreement with the petitioners in respect of subject property - formal/non-formal transfer - whether the Respondents were justified in demanding the payment of 30% Differential Premium when they had decided to transfer the subject property in favour of Petitioner No.1? - HELD THAT - It is clear that the Corporation was aware that the subject property was transferred from M/s. Lanvin Textile Mills to Petitioner No.2 as Promoter of the Proposed Private Limited Company. In this transfer, the Differential Premium, as demanded, was already paid to the satisfaction of the Corporation. The Respondents had agreed to transfer the subject property in favour of Petitioner No.2 describing him as Promoter of Proposed Private Limited. As per their directions, Petitioner No.1 Company was formed. Therefore, transferring the plot from the Proposer of a Private Limited Company i.e. from Petitioner No.2 to the incorporated Private Limited Company i.e. Petitioner No.1, would definitely fall within the category of formal transfer - The circular dated 12.5.1998 does not mention that the formal transfer can be only between the original allottee and the transferee. The transfer from Petitioner No.2 to Petitioner No.1 was in the nature of formal transfer and hence as per their own circular dated 12.5.1998, the Respondents are not entitled to demand and recover 30% of the Differential Premium. The said amount, arrived at by making adjustment towards the payment already made, amounted to ₹ 27,69,400/- is deposited by the Petitioners in this Court. Therefore, they are entitled to withdraw the same with accrued interest if any. The Petitioners are permitted to withdraw the amount of ₹ 27,69,400/- deposited in this Court with accrued interest if any - Petition disposed off.
Issues Involved:
1. Allotment of the subject property. 2. Execution of the lease agreement. 3. Demand for payment of differential premium. 4. Cancellation of the original allotment. 5. Compliance with the Minutes of Order dated 24.4.2019. Issue-wise Detailed Analysis: 1. Allotment of the Subject Property: The dispute centers around the allotment of a plot measuring 9962 square meters in the Tarapur Industrial area. Initially, the plot was offered to Petitioner No.2 and other partners of M/s. Lanvin Textile Mills. Despite Petitioner No.2's request to correct the allotment in his name as a proposer of a Private Limited Company, the allotment was sanctioned in the name of the partners of M/s. Lanvin Textile Mills and the proposed Private Limited Company. The plot was later transferred to Petitioner No.2 as the promoter of the proposed Private Limited Company upon payment of ?7,97,000 towards differential premium. 2. Execution of the Lease Agreement: Petitioner No.2 complied with the requirements for forming the Private Limited Company within 60 days as directed by the Respondents. Despite this, the lease deed was not executed, and possession of the plot was not handed over to the Petitioners. The Respondents' failure to execute the lease deed and transfer possession led to further disputes and correspondence between the parties. 3. Demand for Payment of Differential Premium: The Respondents demanded an additional ?27,69,400 as 30% differential premium for transferring the plot to Petitioner No.1. The Petitioners challenged this demand, arguing that the transfer from Petitioner No.2 to Petitioner No.1 should be categorized as a 'formal transfer' under the circular dated 12.5.1998, which would not require such a premium. The court agreed with the Petitioners, noting that the transfer from the promoter of a proposed Private Limited Company to the incorporated company falls within the formal transfer category, thus invalidating the demand for the 30% differential premium. 4. Cancellation of the Original Allotment: The Respondents issued a notice on 2.4.2015 canceling the original allotment due to the alleged failure of the Petitioners to execute the lease agreement, take possession, and form the Private Limited Company within the stipulated period. The Petitioners contested this cancellation, and the court quashed the show-cause notice and the cancellation order as per the Minutes of Order dated 24.4.2019. 5. Compliance with the Minutes of Order dated 24.4.2019: The court noted that the only remaining issue was the liability to pay ?27,69,400 towards differential premium. The court found that the transfer to Petitioner No.1 was a 'formal transfer,' thus exempting the Petitioners from paying the demanded premium. The court permitted the Petitioners to withdraw the deposited amount with accrued interest and disposed of the petition accordingly. Conclusion: The court concluded that the transfer from Petitioner No.2 to Petitioner No.1 was a formal transfer, exempting the Petitioners from the 30% differential premium. The court allowed the Petitioners to withdraw the deposited amount and disposed of the petition while noting that other issues were resolved per the Minutes of Order dated 24.4.2019.
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