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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 ..... quidator to rely on Assignment Deed dated 27.03.2018 and the conclusion was recorded by the Adjudicating Authority. The order impugned cannot be set aside on the ground that it does not record any reason. Reasons have been recorded, though, briefly in the impugned order. The consent letter dated 09.03.2017 was consent letter for transfer of Plot No.B-15/2 admeasuring 64,925 sq. mtrs. was in favour of CD for which consent was granted by MIDC. Thus, consent letter dated 09.03.2017 read with Assignment Agreement dated 27.03.2018 in favour of CD was assignment of entire area of 64,925 sq. mtrs. Hence, the CD acquired the leasehold rights of the entire area of Plot No.B-15/2 admeasuring 64,925 sq. mtrs. and the letter dated 09.03.2017 clearly mentions that there is no consent, rather prayer to continue sub-letting was not granted and Transferee was asked to apply for fresh sub-letting and Transferee clearly meant CD, i.e. M/s Euro Healthcare Pvt. Ltd. There is nothing on record to indicate that CD after assignment in its favour, obtained any consent for sub-letting in favour of Wockhardt Ltd., nor there is anything on record to indicate that sub- letting consent was ever granted by MIDC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 to continue the operations of the Cephalosporin Facility and a super depot (including a regrind building), so as to enable Wockhardt Ltd. to continue its operation of the Facilities on the premises, which Facility was located in area admeasuring approximately 13,000 sq. ft. Sub-Letting Agreement was subject to Wockhardt Ltd. obtaining necessary approval of the MIDC. (iv) On 13.10.2016, Baxter executed a Business Transfer Agree ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st 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 direction to exclude the premises of approximately 13,000 sq. ft. of the larger property along with structures standing thereon being the Wockhardt s Cephalosporin Facility and a super depot (including a regrind building) in the Waluj Facility from the present liquidation proceedings ongoing in respect of the Corporate Debtor. The Liquidator prayed for time to file reply to the Application, which was allowed by the Adjudicating Authority vide order da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve 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 granted by the MIDC by letter dated 09.03.2017. The MIDC has never granted any consent for sub-letting of 13,000 sq. ft. area, on which the Wockhardt Cephalosporin Facility is situated. The Lessor was prohibited from making any assignment of any part of the leased land without obtaining prior approval of the MIDC. There having no approval of the MIDC, no sub-letting was permissible and claim of sub-letting by the Appellant is contrary to the law. The payments made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 reliefs as this Hon'ble Tribunal may deem fi t in the facts of the present matter. 8. Before we enter into the respective submissions of learned Counsel for the parties, we need to notice certain relevant clauses of Lease Deed executed by MIDC in favour of M/s Wockhardt Ltd. dated 08.09.1998. The lease was executed for a consideration of Rs.16,23,300/- only of piece of land known as Plot No.B-15/2 in the Waluj Industrial Area admeasuring 64925 sq. mtrs. for a period of 95 y ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 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 form and content as set out in Exhibit D, for the sub-lease by the Purchaser to the Vendor on and from the Closing Dale the real estate situated at tile Waluj Facility for the operation by the Vendor of the Wockhardt Limited's Cephalosporin Facility; 11. A Deed of Assignment was executed by Wockhardt in favour of Baxter on 17.07.2002. The Deed of Assignment was for entire area of 64,925 sq. mtrs., which also mentioned about the consent granted by the MIDC dated 13.03.2002 for assignment of the area ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 (approximately) in the Waluj Industrial Area, within the village limit of Kamlapur and outside limit of Aurangabad Municipal Corporation, in rural area, taluka and registration sub district Gangapur, district and registration district Aurangabad, Maharashtra ( Waluj Property ), which deed is registered as document no. 3141/1998 on October 8, 1998 with the jurisdictional sub-registrar ( Waluj Lease Deed ). The Waluj Property is more particularly described in schedule -1 hereto. B. Out of the Waluj Property, the Assignor has sub leased, an are ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 appellate court to appreciate the controversy in issue in its correct perspective and to hold whether the reasoning recorded by the court whose order is impugned, is sustainable in law and whether it has adopted the correct legal approach. To subserve the purpose of justice delivery system, therefore, it is essential that the courts should record reasons for their conclusions, whether disposing of the case at admission stage or after regular hearing. 13. At the cost of repetition, we may notice, that this Court has consistently taken the view that recording o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tice . 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 of reason is sine qua non for exercise of judicial power by a Court or Tribunal. The question to be answered in the present case is as to whether in the impugned order the Adjudicating Authority did not record any reason? The Adjudicating Authority in paragraphs 3 has noted the submissions of Counsel for the Applicant. In paragraphs 4 and 5, the submissions of Liquidator have been noticed. In paragraph 7, the Adjudicating Authority has extracted Clauses of the Deed of Assignment dated 27.03.2018. It is useful to extract paragraph 7 of the impugned order, which is as fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e. 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 Authority for holding that CD has absolute right over the property and area of 13,000 sq. ft., cannot be excluded from the liquidation estate. It is true that only brief reasons have been given by the Adjudicating Authority for rejecting the Application of the Appellant and the order also notices the submission of the Appellant and the Liquidator to rely on Assignment Deed dated 27.03.2018 and the conclusion was recorded by the Adjudicating Authority. We, thus, are of the view that order impugned cannot be set aside on the ground that it does not record any reason. Reasons have been recorded, though, briefly in the i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. referred to as Transfer No.3. It is also relevant to notice that for grant of transfer of sub-letting, a letter of Wockhardt Ltd. dated 29.11.2016 to continue the grant of sub-letting for the period commencing from 01.12.2016 to 30.11.2017 was not considered by the MIDC, observing that Tranferee can apply for fresh sub-letting proposed . Clause (e) of the said letter is as follows: e) The Transferee shall obtain produce MPCB s Consent. Please note that the letter of M/s Wockhardt Ltd. Dated 29/11/2016 to continue the grant of sub-letting for the period commencing from 01/12/2016 to 30/11/2017 cannot be considered. Transferee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en 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 : There is unauthorized sub-tenant on the said plot and therefore vide letter dated 20.5.2022 amount of Rs. 1,65,14,808/- towards sub let charges and delay fees thereon as per the Circular of the MIDC dated 9.5. for a period of one year delay 15.5% interest has been fixed which comes to Rs.24,85,478/-+ 18% GST Rs.4,47,387/- and Rs.29,32,865/- thus total Rs.1,94,47,673/-shall be deposited immediately. 26. Thus, amount which was demanded by MIDC was due to there being unauthorised sub-tenant and the said letter in no manner can be read as granting of consent for sub-tenant by the MIDC. The Lessee was prohibited to part with any portion of the leased land without prior consen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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