Lease amalgamation policy exception can defeat full transfer charges where group-company merger falls outside chargeable transfer.

An amalgamation of a lessee with its group companies may fall within a lessor's own policy exception for merger, arrangement and amalgamation, so that the transaction is not treated as a chargeable transfer attracting full transfer fees and GST. Where the lessor calls for documents and processes the request after amalgamation, that conduct may waive the precondition of prior approval. If the amalgamated entities are common-shareholding group companies and the policy exception applies, only the prescribed processing fee is payable, not full transfer charges.

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Issues: Whether an amalgamation of the lessee with group companies having common shareholding and directors, falling within the lessor's own policy exception, could be treated as a transfer attracting full transfer charges and GST, or only as a case requiring processing fee.

Analysis: The lease deeds and the lessor's general policy required prior approval for transfer, but the policy itself carved out an exception for merger, arrangement and amalgamation of the lessee with its group companies. The lessor's conduct in calling for documents and considering the application after the amalgamation amounted to waiver of the precondition of prior approval. The materials showed common shareholding and common directors, and the respondents did not rebut the case that the amalgamated entities were group companies. In that situation, the transaction did not fall within the policy's notion of a chargeable transfer for which full transfer fees could be levied. The authorities relied on by the respondents concerned transfers between distinct entities and did not displace the specific policy exception applicable here.

Conclusion: The demand for full transfer charges and GST was unsustainable. The petitioner was liable only to pay the processing fee contemplated by the policy.

Final Conclusion: The writ petition succeeded, the impugned demand was set aside, and the lessor was directed to recognize the lease transfer on payment of the prescribed processing fee.

Ratio Decidendi: Where the lessor's own transfer policy excludes amalgamation of the lessee with its group companies from the category of transfer, and the lessor has waived prior approval by entertaining the request after amalgamation, full transfer fees cannot be demanded merely because the leasehold interest vested in the amalgamated company.

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