TaxTMI 
TaxTMI 
TaxTMI 
2017 (12) TMI 1809
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.... the first respondent not to withhold permission for transfer. He has submitted that, the description of the lessee in the lease deed would include an assignee of the original lessee, particularly the entity arising out of a scheme of arrangement sanctioned by the High Court. The resulting entity of a sanctioned scheme of arrangement with the original lessee being a part of the scheme, would come within the purview of the definition of the lessee as obtaining in the deed of lease, by virtue of the deed of lease defining the lessee to include its assigns. The first petitioner is a product of a scheme of arrangement entered into between the legal entity emanating out of the original lessee and the other entity. According to the petitioner, the entire shareholding, as well as the Board of Directors, of the original lessee and that of the first petitioner, which emerged from the scheme of arrangement sanctioned by the High Court, is the same. Consequently, the decision of the first respondent, to impose such a condition for grant of permission to change the name of the lessee is arbitrary, without basis and should be set aside. The first petitioner is a product of a scheme of arrangeme....
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....rt page 1875 (Peerless General Finance and Investment Company Ltd. v. Poddar Projects Ltd. & Anr.), 2004 Volume 7 Supreme Court Cases page 1 (Singer India Ltd. v. Chander Mohan Chadha & Ors.) Al India Reporter 2004 Supreme Court page 326 (Hindustan Lever & Anr. v. State of Maharashtra & Anr.) and 2006 Volume 4 Calcutta High Court Notes page 1 (Bhagwati Prasad Khaitan & Ors. v. Turner Morrison & Company). 5. In reply learned Advocate for the petitioner has contended that, the ratio of General Radio & Appliances Co. Ltd. (supra) and Singer India Ltd. (supra) are not attracted to the facts of the present case as the transfer has taken place by operation of law. There is a distinction between a scheme of arrangement and a scheme of amalgamation. 6. The disputes between the parties revolve around the deed of lease dated September 5, 2006. The first respondent had entered into a deed of lease dated September 5, 2006 with G&A Metals (P) Limited. The first respondent had granted 99 years lease in respect of a plot of land measuring about 11.06 acres situated at Barjora, District Bankura. 7. It appears that, G&A Metals (P) Limited had set up an industrial unit on such land. The petitione....
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....The petitioners have claimed that, the original lessee can assign its rights under the original lease in favor of such legal entities. Essentially such legal entities are one and the same as that of the original lessee, if the corporate veil is lifted. In any event, the lease deed permits assignment, and the first respondent is obliged to grant permission to the assignment and accept the first petitioner as the lessee in place and stead of the original lessee. The relevant clauses of the deed of lease in the context of the present disputes are as follows:- "2. (vii) Not to assign its leasehold interest or part with the possession of the demised land without the consent in writing first had and obtained from WBIDC, but such consent shall not be unreasonably withheld." "4. (iii) ......................In case of any breach of defaults committed by the LESSEE on the terms, conditions and covenants of this lease, communication of the said breach/defaults will be made to the LESSEE and copies of the same shall be endorsed to all the Financial Intuitions/Recognised Mutual Funds/Banks/Trustees and reasonable opportunity may be given to the lessee o....
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....ny, creditors and the shareholders and has statutory force. Madhu Intra Ltd. & Anr. (supra) is a Division Bench judgment of this Hon'ble Court where the provisions of the Companies Act, 1956 relating to sanction of a scheme of arrangement and amalgamation vis-à-vis the Transfer of Property Act, 1882 and the Indian Stamp Act, 1899 were considered. It has held that, a transfer of an immovable property happening consequent upon a scheme being sanctioned by a Court under Sections 391 to 394 of the Companies Act, 1956 need not be registered and that, stamp duty payable for registration are not attracted. Hindustan Lever & Anr. (supra) is, however, a Supreme Court judgment holding that, basis of a scheme of amalgamation is a compromise arrived at between two companies. Such scheme may contemplate transfer of immovable properties from one legal entity to the other. The scheme is a document of transfer. The scheme sanctioned by the Court is an instrument within the meaning of Section 2(i) of the Bombay Stamp Act, 1958. Such a document is, therefore, required to be registered and stamp duty payable thereon. 11. A scheme of amalgamation or arrangement documents the compromise arr....