2021 (2) TMI 1230 - Tri - Insolvency and Bankruptcy

Involuntary sale/assignment of the Corporate Debtor's residuary leasehold right to the applicant - transfer fee is payable or not - HELD THAT - Since there is already an order dated 10/08/2020 passed by the West Bengal Authority for Advance Ruling and the same has not been appealed against so far, payment of transfer fee and other applicable charges to WBIDC, shall have to be made. No exception to this or waiver can be granted by this Adjudicating Authority in respect of contractual obligations between WBIDC and the Corporate Debtor. That appropriately lies within realm of Civil Court. Therefore, the issue of waiver from transfer fee shall have to be raised by the applicant before the appropriate forum. Having held that this Adjudicating Authority cannot grant waiver from payment of applicable transfer fees, etc. to WBIDC, the only thing left to be decided in the present IA is the question as to who will bear the cost thereof. Appropriately it should be borne by the applicant concerned since it is the claimant. The applicant is, therefore, hereby directed to pay the applicable fees to the WBIDC, and if so advised, it may choose to file an appeal before the Appellate Authority for Advance Ruling in this regard. Application disposed off.

Summary

Issues:
1. Challenge to Liquidator's demand
2. Declaration of transfer fee liability
3. Direction to file appeal against order
4. Deed of assignment acceptance
5. Leave for transposition in another case
6. Refund of sale consideration

Analysis:
1. The application challenged the Liquidator's demand and sought various reliefs, including setting aside the demand, declaration of transfer fee liability, direction to file an appeal against an order, acceptance of deed of assignment, leave for transposition in another case, and refund of sale consideration.
2. The applicant contended that the transfer fee should not apply in the case of involuntary transfer during liquidation sale, citing relevant judgments. The Liquidator's unilateral application to the West Bengal Authority for Advance Ruling on GST without disclosure was also highlighted.
3. The Liquidator's position was that the applicant had agreed to bear all applicable fees and GST at the time of sale. The issue revolved around whether transfer fee was payable in an involuntary transfer scenario and who should bear the costs.
4. The Tribunal held that since there was an existing order from the West Bengal Authority for Advance Ruling, the payment of transfer fee and other charges to WBIDC had to be made. It clarified that waiver or exceptions regarding contractual obligations lay within the realm of the Civil Court.
5. The Tribunal directed the applicant to pay the applicable fees to WBIDC and potentially file an appeal before the Appellate Authority for Advance Ruling. It emphasized that the transfer fees should be paid within three weeks and the necessary steps for execution of the deed should be taken.
6. The Tribunal disposed of the application, indicating that once the transfer fee issue was resolved, the Liquidator could proceed with executing the conveyance deed and dissolving the Corporate Debtor. The Registry was instructed to provide copies of the order to all parties and their counsel.