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TMI Blog2025 (1) TMI 353X X X X Extracts X X X X X X X X Extracts X X X X ..... Maharashtra Industrial Development Corporation (referred to as the "MIDC") executed a Lease Deed on 08.09.1998 with respect to Plot No.B - 15/2 in Waluj Industrial Area situated outside the limits of Aurangabad Municipal Corporation admeasuring 64,925 sq. mts. for a period of 95 years with effect from 01.07.1987 in favour of Appellant No.2 (Formerly known as Wockhardt Life Sciences Limited). The Lease Deed was registered on 08.10.1998. (ii) A Business Transfer Agreement was executed on 06.03.2002 between Wockhardt Life Sciences Limited and Baxter (India) Pvt. Ltd. for transfer of the business. On 17.07.2002, a Deed of Assignment was executed by Wockhardt Life Sciences Ltd. in favour of Baxter (India) Pvt. Ltd. ("Baxter") assigning plot of land bearing B-15/2 admeasuring 64,925 sq. mts. In the Waluj Industrial Area. The above assignment was made subsequent to consent order issued by MIDC dated 13.03.2002, granting consent to the assignor to assign its leasehold rights. The assignment was together with all dwelling houses, out houses, massages, edifices buildings, yards, compounds, sewers, etc. (iii) On 17.07.2002, a Sub-Letting Agreement was executed by Baxter with Appellants t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... agreed to pay sub-letting charges to MIDC. Reply further stated that payment towards sub-letting charges for the year 2017 till 2023 is pending and Eurolife did not timely update the Appellant on MIDC's demand towards sub-letting charges. Copy of the Sub-Letting Agreement dated 29.09.2017 was also forwarded with the letter to the RP. (viii) A Demand Notice dated 31.08.2023 was sent by MIDC to Eurolife Healthcare Pvt. Ltd. Informing that a request for transfer vide letter dated 18.11.2023 has been received, which proposal has been forwarded to the Headquarter. The letter also mentioned that there being unauthorized sub- tenant on the said plot, vide letter dated 20.05.2022, an amount of Rs.1,65,14,808/- was demanded towards sub- letting charges and delayed fees. Copy of letter dated 20.05.2023 was also forwarded. The RP vide letter dated 14.09.2023 informed the MIDC that M/s Eurolife Healthcare Pvt. Ltd. is making payment of Rs.1,65,14,808/- being the sub-letting charges for the period from 01.03.2017 to 28.02.2023. Request was also made to waive off the penalty amount of Rs.29,32,865/-. (ix) The Appellant filed IA No.5769 of 2023 before the NCLT, Mumbai Bench, praying for a di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ility area and by an unreasoned order has rejected the Application. It is submitted that paragraph 8 of the order, by which the Application has been rejected, does not give any reason. It is submitted that the order passed by Adjudicating Authority, which is unreasoned, is in violation of principles of natural justice and deserve to be set aside on this ground alone. Neither the pleas raised by the Appellant in the Application was considered, nor reasons have been given for rejecting the Application. 5. Shri Krishnendu Datta, learned Senior Counsel appearing for the Respondents submits that Corporate Debtor having been assigned the entire area of Plot No.B-15/2 of 64,925 sq. mtrs, the Corporate Debtor has leasehold rights on the entire area. The Sub-Letting Agreement dated 29.09.2017 as well as MoU dated 25.11.2016 are all unregistered and insufficiently stamped documents, which cannot be relied by the Appellant for any rights. The Assignment Deed executed by Baxter in favour of the CD on 27.03.2018 is registered document by which leasehold rights were assigned to the CD. It is submitted that consent of MIDC was obtained for assignment in favour of the CD, which consent was grante ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing the "Wockhardt's Cephalosporin Facility" and a super depot (including a regrind building) i.e. the Waluj Facility from the present liquidation proceedings ongoing in respect of the Corporate Debtor; (b) This Hon'ble Tribunal be pleased to pass an order of permanent injunction and restrain the Resolution Professional from taking any steps in respect of the Premises a portion of approximately 1 3,000 sq. ft. of the Larger Property along with the structures standing thereon being the "Wockhardt's Cephalosporin Facility" and a super depot (including a regrind building) i. e. Waluj facility against the interests of the Applicant; (c) Pending the hearing and disposal of the present Application, this Hon'ble Tribunal be pleased to pass an order and restrain the Resolution Professional from taking any steps in respect of the Premises a portion of approximately 13,000 sq. ft. of the Larger Property along with the structures standing thereon being the "Wockhardt's Cephalosporin Facility" and a super depot (including a regrind building) i.e. Waluj Facility against the interests of the Applicant; (d) Costs of the present Application; (e) Such other and further r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... khardt Lifesciences Ltd. and Baxter (India) Pvt. Ltd., where Agreement for Sale was entered. Clause 2.1 of the Business Transfer Agreement provides as follows: "21 Purchased Assets. The Vendor shall sell, assign, convey and transfer, free from Encumbrances and in consideration . of the representations, Warranties, covenants and statements of the Vendor contained in this Agreement the Purchaser shall purchase, at the Closing Date, the Business on a going concern, as is where is basis." 10. Clause 6.3 deals with 'Closing Agreements'. The said clause contemplates execution of separate Lease Deed and sub-division of real estate. Clause 6.3 (b) is as follows: "6.3 (b) A sub-division of the real estate situated at the Waluj Facility and execution of separate lease deeds, or such other documents as may be required by MIDC by both the Vendor and the Purchaser in respect to the relevant sub-division OR a deed of assignment by the Vendor in favour of the Purchaser for the transfer by the Vendor to the Purchaser in the form and content as set out in Exhibit H, of the real estate situated at the Waluj Facility and a sub-lease agreement between the Vendor and the Purchaser, in the fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Agreement of Lease together with the buildings and structures standing thereon. The Assignee shall upon execution of this Deed of Assignment contain final MIDC consent. The date on which such MIDC consent is received shall be referred to as the "Effective Date"." 12. As noted above, the assignment was made in favour of the CD by Baxter by Deed of Assignment dated 27.03.2018. Deed of Assignment dated 27.03.2018 in favour of CD by Baxter (India) Pvt. Ltd. also refers to consent dated 09.03.2017 issued by MIDC for the value of the Lease Deed. Clauses A, B, C and D of the Assignment Deed are as follows: "A. Wockhardt Lifesciences Limited and the Assignor herein entered into a business transfer agreement dated March 06, 2002. In furtherance to the said business transfer agreement, Wockhardt Lifesciences Limited Assigned the following lease deed to the Assignor by an under a Deed of Assignment dated July 17, 2002; The Lease deed dated October 8, 1998 executed by the Maharashtra Industrial Development Corporation ("MIDC") in favor of Wockhardt Limited to grant lease hold rights on all the peace and parcel of land known as Plot No. B15/2 admeasuring 64925 square meter (approximatel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er deserve to be set aside on this ground alone. Learned Counsel for the Appellant placed reliance on the judgment of Hon'ble Supreme Court in (2010) 4 SCC 785 - Assistant Commissioner, Commercial Department, Works Contract and Leasing Kota vs. Shukla and Brothers, where Hon'ble Supreme Court had deliberated on concept of reasoned order and requirement of giving reasons with higher degree of satisfaction. The Hon'ble Supreme Court held that recording of reason is an essential feature of dispensation of justice. In paragraphs 12, and 13, the Hon'ble Supreme Court held as follows: "12. In exercise of the power of judicial review, the concept of reasoned orders/actions has been enforced equally by the foreign courts as by the courts in India. The administrative authority and tribunals are obliged to give reasons, absence whereof could render the order liable to judicial chastisement. Thus, it will not be far from an absolute principle of law that the courts should record reasons for their conclusions to enable the appellate or higher courts to exercise their jurisdiction appropriately and in accordance with law. It is the reasoning alone, that can enable a higher or an a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dgment, which in turn would be the basis for writing a decree of the court. 27. By practice adopted in all courts and by virtue of judge- made law, the concept of reasoned judgment has become an indispensable part of basic rule of law and, in fact, is a mandatory requirement of the procedural law. Clarity of thoughts leads to clarity of vision and proper reasoning is the foundation of a just and fair decision. In Alexander Machinery (Dudley) Ltd. [1974 ICR 120 (NIRC)] there are apt observations in this regard to say "failure to give reasons amounts to denial of justice". Reasons are the real live links to the administration of justice. With respect we will contribute to this view. There is a rationale, logic and purpose behind a reasoned judgment. A reasoned judgment is primarily written to clarify own thoughts; communicate the reasons for the decision to the concerned and to provide and ensure that such reasons can be appropriately considered by the appellate/higher court. Absence of reasons thus would lead to frustrate the very object stated hereinabove. 17. There can be no two opinions about the proposition laid down by the Hon'ble Supreme Court in the above case. Recording o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has been assigned to Assignee for which consent dated 09.03.2017 has been issued. The Adjudicating Authority, thus, recorded its conclusion that Assignment Agreement clearly establishes the absolute right of the CD over the said property, hence, it is part of the liquidation estate. In paragraph 8 of the order, following has been held by the Adjudicating Authority: "8. The Bench is of the considered view that the above- mentioned clauses of the assignment deed dated 27.03.2018 clearly establishes the absolute right of the Corporate Debtor over the said property and therefore it is part of the liquidation estate. The prayer sought by the Applicants to exclude area of 13000 sq. ft. from the liquidation estate is without merits in view of the assignment deed transferring the entire land of 64925 sq. mtr. to the assignee i.e. the Corporate Debtor in this case. As the Applicants have failed to establish their right over the said property, the prayer sought for by the Applicant cannot be granted. Accordingly, IA-5769(MB)2023 is devoid on merits and dismissed. 19. From the impugned order of the Adjudicating Authority, it does appear that reasons have been given by the Adjudicating Aut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment in favour of the Baxter dated 17.07.2002 was for the entire area of 64,925 sq. mtrs., which assignment was pursuant to consent letter dated 13.03.2002, which we have already extracted in Clause (D) of the Assignment Agreement dated 17.07.2002, which refers to the consent letter dated 13.03.2002. Thus, consent of entire area of 64,925 sq. mtrs. In favour of Baxter was there. However, no consent for any sub-letting in favour of Wockhardt has been pleaded or brought on the record. 22. The assignment by Baxter in favour of the CD dated 27.03.2018 is also part of the record and has been filed by the Appellant as Annexure A- 9 and Clause (D) of the Assignment Agreement also refers to consent of MIDC by letter dated 09.03.2017. Letter dated 09.03.2017 has been brought on the record by the Liquidator in its reply filed in this Appeal. The letter dated 09.03.2017 of MIDC refers to Lease Deed dated 08.10.1998; Transfer No.1 Order Date: 25-JAN-2001 (Change in Company Name) M/s Wockhardt Life Sciences Ltd.; and Transfer No.2 in favour of M/s Baxter (India) Pvt. Ltd., which was made with consent of MIDC, as noted above. Further transfer in the name of M/s Eurolife Healthcare Pvt. Ltd. ref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ra Undertaking) Telephone No. (0240) 331013, 331172 Regional Office, Aurangabad MIDC Industrial Area, Near Un authorized Sublet on plot Railway Station, Aurangabad 431 005 Email:- Roaurangabad(a MIDCINDIA.Org By Regd.Post A.D. Letter No. MIDC/RO/ABDWLJ/B 70064 Dated : 20th May, 2022 To, M/s Eurolife Health Care Pvt. Ltd. Plot No. B-15/2 MIDC Waluj, District Aurangabad Subject : WLUJ Industrial Area Plot No.B-15/2 Un authorized Sublet on plot Read: Your application dated 15.4.2022 Sir, This is to inform you that you have to pay the Unauthorized Sub-letting charges of plot No.B-15/2 is Rs.1,65,14,808/- (Rupees One Crore Sixty Five Lack Fourteen Thousand Eight Hundred Eight only) being the unauthorized sub-letting charges, within fifteen days. You are requested to make the payment as (a) above by way of Demand Draft drawn in favour of Joint Chief Accounts Officer, MIDC within 15 days from the date of receipt of this letter, failing which appropriate action will be initiated against you as per MID Act." 25. In the subsequent letter dated 31.08.2023, which is also part of the record, wherein letter dated 20.05.2022 has been referred to in following words : ..... X X X X Extracts X X X X X X X X Extracts X X X X
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