9911796707
TMI Blog2004 (10) TMI 338X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Estate was allotted in favour of one Minjur Shell Castings Private Ltd.; since it defaulted in the payment, the respondent took possession and later on the property was auctioned; the offer given by M/s. Chendur Forge Exports Ltd., was accepted by the respondent; on 4-6-1993, the respondent entered into a long-term lease of 99 years with M/s. Chendur Forge Exports Ltd., by a further deed of sale, dated 28-7-1993, the respondent sold the leasehold rights to M/s. Chendur Forge Exports Ltd. together with the partially constructed factory building and it was put in possession of the land on 27-1-1993. According to clause 24 of the deed, a condition is imposed that the lessee shall not directly or indirectly transfer, assign, sell, encumber ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n was communicated to the respondent. After receiving the communication, the respondent has sent a letter, dated 7-5-1996, stating that in view of the retrospective amalgamation, the leasehold rights of the plot allotted to M/s. Chendur Forge Exports Ltd. should be now transferred in the name of the petitioner, subject to payment of current land cost. Accordingly, a sum of Rs. 13,00,750 was demanded by the respondent as difference in the land cost (difference in the price paid earlier by M/s. Chendur Forge Exports Ltd., and the current land cost). 3. According to the petitioner, there was no transfer of assets on winding- up of M/s. Chendur Forge Exports Ltd. since that company was already dissolved without winding-up, and as per the le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent land cost will be collected and the new incumbent will be asked to pay the difference in land cost, after adjusting the plot deposit paid by the original promoters". M/s. Chendur Forge Exports Ltd., a major shareholder, was holding 52.56 per cent of shares before merger and the same now become 28 per cent after merger. The respondent by letter dated 21-4-1997 informed the company that as per the norms, the petitioner s request for change of name in the records could not be considered by SIPCOT; the balance land cost has to be paid. The petitioner is new incumbent as per the Office Order of SIPCOT. The contention of the petitioner that there is no transfer, is not correct. The transfer effected by the vesting order made under section 394 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd, therefore, it amounts to a transfer of the property and as per the lease deed when there is a change or transfer of ownership, the difference in cost of the land on the date of such transfer is payable and hence the impugned order is legal and enforceable and the writ petition has no merits. 7. Admittedly, the land was allotted on lease by the SIPCOT to M/s. Chendur Forge Exports Ltd.; the lease agreement between SIPCOT and M/s. Chendur Forge Exports Ltd. contains certain covenant running with the land : "Clause No. 24 : The party of the second part shall not directly or indirectly transfer, assign, sell, encumber or part with its interest, either in part or in whole, in any manner whatsoever without the previous approval of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hout the previous approval of SIPCOT. By amalgamating M/s. Chendur Forge Exports Ltd. with the petitioner-company, the interest in the property has been indirectly "transferred or assigned" in whole. Under those circum-stances, it shall be open to SIPCOT to impose any condition as it considers necessary. The condition that was found necessary by SIPCOT is that the petitioner must pay the difference in cost. 9. The contention of the petitioner is that the amalgamation of the two companies (by Court s order) has merged the assets of the two companies and, hence, there is no transfer of any right in the land in favour of the petitioner-company. A recent decision of the Supreme Court squarely applies to the facts of the present case. When ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the two companies does not alter the terms of the agreement. It is an indirect transfer of the rights in the land. Further, clause 3 of the Office Order of the SIPCOT provides that when an existing unit in the SIPCOT Complex is merged with another company, the current land cost will be collected and the new incumbent will be asked to pay the difference in land cost, after adjusting the plot deposit paid by the original promoters. The existing unit was merged with the petitioner-company. Therefore, this clause also enables them to get the difference of cost. Though the lease deed is of the year 1993, and the Office Order was passed in the year 1994, the Office Order is applicable to all the lessees, including the earlier leases. 12. ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
