R.DEVDAS, J.

1. The 1st petitioner is a company incorporated under Companies Act, 1956 and the 2nd petitioner is a shareholder and Director of the company. The petitioners are before this Court raising a challenge to Annexures-V and Y which are communications issued by the respondent-Karnataka Industrial Areas Development Board (for short ‘KIADB’) calling upon the petitioners to pay a sum of Rs.9,63,46,100/towards difference in costs of land and EMD, in respect of 24,368 square mtrs. of land in plot Nos.29P1 and 30 of Electronic City, 2nd Phase Industrial area. The petitioners have also called in question a portion of approval letter dated 15.03.2010 issued by the Karnataka Udyog Mithra, which is respondent No.2 herein.

2. The brief facts of the case are as follows:

The Company by name M/s. SJK Hisoft India Ltd., (for short ‘SJK’) was allotted with the above mentioned industrial site in the year 2004. Pursuant to the allotment, SJK made payment to the KIADB amounting to a total sum of Rs.2,40,85,775/and possession of the site was handed over to SJK on 31.03.2005, along with possession certificate. A leasecumsale agreement was entered into between the KIADB and SJK on 03.08.2005. Since SJK was not in a position to go ahead with the project, a requisition was made for transfer of leasehold rights in 1st favour of M/s. Fortune Pai Software Pvt. Ltd., i.e., petitioner herein. After completing the formalities, KIADB 1st agreed to transfer leasehold rights in favour of the petitioner vide letter dated 05.01.2006. Subsequently, a fresh 1st leasecumsale agreement was entered into between the petitioner and KIADB on 12.06.2006. The 1st petitioner was called upon to pay 10% of difference in costs of land payable after effecting forfeiture as per Rules and 10% transfer charges and such other charges which amounted to 1st Rs.49,04,256/. The said amount was paid by the petitioner on 06.01.2006.

3. In terms of the conditions stipulated in the agreement, the 1st petitioner was to obtain sanction for putting up construction from KIADB after securing approval for the project from Karnataka Udyog Mithra (for short ‘KUM’). It is stated in the petition that there was High Tension electricity lines running over the site in question and therefore, the petitioners had sought for shifting of the said High Tension electricity lines. It is also averred that there was delay in implementing the project because of non-shifting of High Tension electricity lines and delay in securing approval from the KUM.

4. In the meanwhile, KIADB seems to have initiated action for resumption of the land in question, since the petitioners failed to implement the project within the stipulated time. After several communications between the petitioners and KIADB, the action which was sought to be taken by the KIADB for resumption of land was given up. Subsequently, the High Tension electricity lines were shifted and applications made by the petitioners before the KUM were considered and project was approved by the KUM and the same was communicated by letter dated 15.03.2010 to the 1st petitioner herein. In the said approval at Annexure-T, which is also said to be questioned by the petitioners, KUM has approved the project proposal for establishment of a “Software Park”with a cost of Rs.40.00 crores subject to the condition that the Company should pay the present cost of land. Following the communication and approval issued by the KUM, the 1st respondent-KIADB issued a letter dated 22.05.2010 at Annexure-V, calling upon the 1st petitioner to pay a sum of Rs.9,63,46,100/which is the difference in cost and EMD payable. Being aggrieved by the same, the petitioners are before this Court calling in question the communications issued by KIADB and KUM.

5. Sri G.L. Vishwanath, learned Counsel for the petitioners submits that the Karnataka Udyog Mitra, has no authority of law in directing the KIADB to impose a condition that the petitioner-Company should pay the present cost of