The scheme of amalgamation does not erase the concept of transfer of immovable property, and each incident of transfer attracts transfer fees. Uniformity in decision-making by the administrative authority is crucial.

JUDGMENT

Harish Tandon, J. - Several issues were raised in the instant appeal touching upon the demand of premium by the respondent no.1 in granting the lease for 99 years in respect of the plot no. J-49 on acquisition of the interest by virtue of the sanction of the scheme of amalgamation and the methodology of ascertaining such premium without giving the credit to the value of the structure to the extent of 30% despite having accepted in earlier demand.

2. The background of the litigation is required to be adumbrated before we embark upon the issues raised before us. In order to set up the industrial hub and its development within the State of West Bengal, the Government of West Bengal decided to let out the plots of land for industrial purposes to various intending industrialist.

3. One Arvind Fabrications Pvt. Ltd applied before the Government signifying its intention to take the plot of land on a long-term lease which was subsequently agreed upon and by virtue of a deed of lease dated 24th August 1973, the Governor of the State of West Bengal granted a lease in respect of plot no. J-49 in the industrial estate for a period of 99 years commencing from 1st day of January 1973, at an annual rent of the land reserved therein. The said lease deed contained a specific clause that the lessee shall not assign, underlet or part with possession of the demised premises or any part thereof without first obtaining the written consent of the Government. However, the lessee was permitted to mortgage or otherwise charge or hypothecate the lease hold interest in the land to the Life Insurance Corporation of India or any bank or financial corporations but only for the purpose of raising or securing any loan or overdraft or other financial accommodation in connection with the business carried on by the lessee at the demised premises. The said lessee applied before the Registrar of Company for change of its name under Section 21 of the Companies Act 1956 which was duly granted with effect from 22nd December, 1987 and the second certificate of incorporation was issued by the Deputy Registrar of Companies, West Bengal, Kolkata.

4. In the meantime, by virtue of the several government orders the administrative control of the Industrial estate at Baltikuri comprising the said plot no. J-49 was transferred to the West Bengal State Industrial Development Corporation Limited, the respondent no.1 herein, since the name of the lessee was changed to Shree Fabrications Pvt. Ltd by an order of the Registrar of Companies. A further lease deed was executed on 4th April, 2008 by the respondent no.1 in favour of the said Shree Fabrications Pvt. Ltd for the residuary period of the original deed of lease dated 24th August, 1973 containing the identical clause that the said Shree Fabrications Pvt. Ltd shall not assign, underlet or part with possession of the demised premises without obtaining the prior written consent of the respondent no.1. Subsequently, an agreement for assignment was executed between the Shree Fabrications Pvt. ltd and the METCO Group engineers Private Limited whereby and whereunder the said lessee assigned the residuary period of the lease infavour of the assignee i.e., METCO Group Engineers Pvt. Ltd in respect of the plot no. J-49 at Baltikuri. The said deed of assignment was executed on 19th June, 2008, on the same day two applications were made one by the assignor and the other by the assignee to the respondent no.1 seeking consent for assignment in terms of the clause embodied in the lease deed. By a letter dated 22nd May, 2009 the respondent no. 1 considered and allowed the prayer for assignments/ transfer of the plot no. J-49 at Baltikuri subject to the payment of Rs. 18,10,083 as transfer fees payable by demand draft/ pay order/ bankers cheque within thirty days from the issue of the said letter. It was further indicated that upon a payment of such transfer fees the assignee shall also pay the stamp duty, registration charges and the