The main legal point established in the judgment is that the transfer of property allotment from one corporate entity to another attracts transfer charges as per the policy decision of the Corporation, and such charges are binding on the transferee.

Arijit Banerjee, J.

1. The appellants (writ petitioners before the Learned Single Judge) requested the West Bengal Industrial Development Corporation Ltd. (the respondent No. 1 and in short 'the Corporation') to register Module No. C-102 along with parking space at Garment Park, Beliaghata, Kolkata, in the name of the appellant No. 1 (in short 'Allenby'). By a letter dated 30 September, 2015 the Corporation raised a demand of Rs. 30.34 lakhs as transfer fee for registration of the said Module in the name of Allenby. The appellants challenged the said letter of demand before the Learned Single Judge by filing WP 207 (W) of 2016. By a judgment and order dated 10 February, 2016 the learned Single Judge dismissed the writ petition. Being aggrieved the appellants are before us. The undisputed facts of the case are as follows. With a view to promoting garment trade, the Corporation undertook a project called Garment Park Phase 1 at Beliaghata, Kolkata. It invited applications from interested parties for allotment of commercial space and car parking space in the said project. A company by the name of True Tone Distributors Pvt. Ltd. (in short True Tone') applied.

2. By a letter dated April 17/18, 2006, the Corporation allotted Module No. C-102 with super built up area of 206 sq. mtrs. in favour of True Tone in the Standard Design Factory Building of Garment Park.

3. Subsequently, the name of True Tone was changed to Eastern Metalik Forgings Pvt. Ltd. (in short 'Eastern Metalik') with effect from 1 August, 2006 following the provisions of Sec. 23 of the Companies Act, 1956. A possession certificate dated 11 September, 2008 was issued by the Corporation in favour of Eastern Metalik and the said company was given physical possession of the said module.

4. Eastern Metalik filed an application for its de-merger under the provisions of secs. 391 and 394 of the Companies Act, 1956, in this court being Company Petition No. 295 of 2014. The scheme of de-merger was sanctioned by this Court by an order dated 8 May, 2014 by reason whereof the garment division of Eastern Metalik stood transferred to and vested in Allenby.

5. Allenby wrote a letter dated 11 December, 2014 to the Managing Director of the Corporation recording the factum of de-merger of Eastern Metalik and vesting of the garment division of Eastern Metalik in Allenby and requesting for effecting registration of the said module in favour of Allenby. By a letter dated 30 September, 2015 the Executive Director of the Corporation informed Eastern Metalik that the Corporation had decided to register the said module along with car parking space in the name of Allenby subject to payment of Rs. 30.34 lakhs as transfer fee to the Corporation.

6. Appearing for the appellants Mr. Biswaroop Bhattacharya, learned Counsel submitted that the demand for transfer fee raised by the Corporation is illegal and arbitrary. He submitted that the total price of Rs. 36,70,000/- of the allotted module has been paid to the Corporation. No lease-deed has yet been executed by the Corporation either in favour of Eastern Metalik or Allenby. At the highest, the Corporation may be entitled to charge 5% of the initial sub-lease premium or consideration for transfer shown in the transfer document, whichever is higher for registering the sub-lease in favour of Allenby. In this connection learned Counsel referred to Clause 18 of the General Terms and Conditions appended to the application kit, which reads as follows:-

"18. In the event the sub-lessee wishes to transfer or assign the sub-lease, WBIDC will at its option may accord consent for such transfer or assignment provided transfer processing fee of 5% of the initial sub-lease premium or consideration for transfer shown in the transfer document, whichever is higher, is paid to WBIDC. Transfer of Ownership/Shareholding in case of a body corporate will be considered as transfer of sub-lease."

7. Learned Counsel submitted that under the scheme of de-merger benefits