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2024 (3) TMI 25 - HC - Insolvency and BankruptcyMaintainability of petition - Declaration sought that the petitioners are not liable to pay any transfer fee as demanded in the notices - seeking to issue mandamus upon the respondents and/or its officers and/or its men and/or its agents and/or its servants to cancel, rescind and revoke the notices - prohibition on respondent and/or its officers and/or its men and/or its agents and/or its servants and/or its assignees from giving any effect or further effect - prohibiting the respondents, their men, agents, servants, subordinates and each one of them from in any manner disturbing or interfering with fullest enjoyment of the rights of the sub-lessee under the sublease. Maintainability of petition - appeal preferred before the learned NCLAT in view of apprehension of a belated and illegal demand for purported transfer fees from the first respondent in respect of the Kharagpur land - HELD THAT - The appellants have incessantly tried to convince this Court that waiver of transfer fee was approved by the NCLT, NCLAT and the Hon ble Supreme Court whereas the fact is otherwise. The waiver as recorded in clause 15.15.5 of the Resolution Plan was not approved by any of the forums and it was unanimously held that such waiver was left open for determination of appropriate authorities, if applied for. Therefore it is crystal clear that the petitioners have made an attempt to obtain an order in their favour by misleading the Court and misconstruing the contents of the orders passed by the NCLT, NCLAT and the Hon ble Supreme Court deliberately. Challenge to notices issued by the WBIDC on April 26, 2022 and July 6, 2022 - challenge on the ground that demand raised therein is in violation of the orders passed by the NCLT, NCLAT as well as the Hon ble Supreme Court - HELD THAT - The authorities relied upon by the petitioners demonstrate that once a Resolution Plan is duly approved by the adjudicating authority under section 31(1), the claims as provided in the Resolution Plan shall stand frozen and will be binding on the corporate debtor and its employees and also, all such claims which are not part of the Resolution Plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the Resolution Plan. The Hon ble Supreme Court as well as this Court has held in various judgments that change in shareholding of a company does not amount to transfer of its lease-hold interest on the plot in question which will call for payment of permission fees. Unless there is express transfer or assignment of a lease in favour of some other party, it cannot be ordinarily said that there is assignment or transfer of the lease merely because there is transfer of shareholding. It is trite law that no demand which is not part of the approved Resolution Plan can be raised subsequently. Clause 15.15.5 of the Resolution Plan is reproduced herein below for proper appreciation of the matter in issue - In the case in hand, clause 15.15.5 of the Resolution Plan was not approved at all, thereby authorizing the WBIDC to raise the demand impugned. There is nothing on record to suggest that the petitioners approached the respective authorities for exemption of transfer fee prior to issuance of the notice impugned by the authority. This Court is inclined to hold that the notices impugned issued by the WBIDC are in conformity with the terms of the Resolution Plan and there is no illegality or irregularity in the notices which calls for interference by this Court - Petition dismissed.
Issues Involved:
1. Maintainability of the writ petition. 2. Validity of the demand for transfer fees by WBIDC. 3. Interpretation of the Resolution Plan and its clauses. 4. Alleged misrepresentation by the petitioners. Summary: 1. Maintainability of the writ petition: The petitioners claimed that the demand for transfer fees was in violation of the orders passed by NCLT, NCLAT, and the Supreme Court. However, the judgment clarified that the petitioners misrepresented the facts and orders from these judicial forums. The court emphasized that the petitioners attempted to mislead the court by misconstruing the orders, which is a serious issue as per the Supreme Court's stance on such practices. Therefore, the writ petition was deemed not maintainable. 2. Validity of the demand for transfer fees by WBIDC: The petitioners contended that they were not liable to pay any transfer fees as per the approved Resolution Plan. However, the court noted that clause 15.15.5 of the Resolution Plan, which sought waiver of transfer fees, was not approved by the NCLT, NCLAT, or the Supreme Court. The court held that since this clause was not approved, WBIDC was within its rights to demand the transfer fee of Rs. 6,45,66,626/-. 3. Interpretation of the Resolution Plan and its clauses: The court examined clause 15.15.5 of the Resolution Plan, which sought to transfer the lease without any fee, consideration, or premium. The adjudicating authority (NCLT) had approved the Resolution Plan with modifications, specifically excluding the waiver of transfer fees. This decision was upheld by NCLAT and the Supreme Court. Therefore, the court concluded that the demand for transfer fees by WBIDC was valid and in conformity with the terms of the Resolution Plan. 4. Alleged misrepresentation by the petitioners: The court found that the petitioners had misrepresented the orders of the NCLT, NCLAT, and the Supreme Court to make it appear that the waiver of transfer fees was approved. This misrepresentation was deemed an attempt to mislead the court, which is strongly discouraged by the Supreme Court. Consequently, the court dismissed the writ petition on this ground as well. Conclusion: The court dismissed the writ petition, holding that the demand for transfer fees by WBIDC was valid and in accordance with the terms of the Resolution Plan. The petitioners' attempt to misrepresent judicial orders and mislead the court was also a significant factor in the dismissal. No order as to costs was made, and the allegations in the writ petition were deemed not admitted due to the absence of an affidavit.
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