The lease agreement, license agreement, and the allotment letter should be read as coterminous contracts. The termination of the license agreement and lease deed was found to be in accordance with the terms of the contracts.

JUDGMENT :

1. RULE returnable forthwith.

2. The petitioner BIOTOR Industries Limited (in liquidation) (‘BIOTOR’ for short) has filed this petition challenging the order dated 28.12.2021 passed by the respondent GIDC terminating the license agreement, order dated 31.12.2021 terminating the lease deed and the notice dated 18.01.2022 under Section 5(1) of the Gujarat Public Premises (Eviction of Unauthorized Occupants) Act, 1972. (‘GPP Act’ for short).

3. Facts in brief indicate as under:

3.1 BIOTOR was previously known as Jayant Oils and Derivatives Limited. It was ordered to be liquidated vide order dated 31.12.2018 by the National Company Law Tribunal. The liquidation process accordingly commenced. The liquidator on 09.01.2019 made a public announcement accordingly. The erstwhile company had been allotted land being plot nos.02, Vilayat Industrial Estate, Bharuch, admeasuring 11,89,603 square meters. A license agreement was entered into on 20.01.2007 for development of an SEZ / Industrial Park. A lease agreement was entered into between the parties for a period of 99 years on 12.11.2008. By the impugned orders such lease deed is terminated and so is the license agreement and the petitioner has been ordered to evict the land for non-compliance of the conditions of allotment letter resulting in terminating of license agreement and the lease deed.

3.2 It is the case of the petitioner that the respondent - GIDC was aware of the liquidation proceedings inasmuch as, by communication dated 10.02.2022, the liquidator was informed of the impugned notices. It is also the case of the petitioner that in October 2021, E-mails were exchanged between the respondent no.1-GIDC and the liquidator and therefore, though the GIDC was aware of the appointment of liquidator, the impugned communications were not addressed to the liquidator.

4. Mr.Mihir Thakore learned Senior Advocate with Mr.Hriday Buch, Mr.Aayush Agarwal and Mr.Bhash Mankad learned advocates for the petitioner has made the following submissions:

4.1 That the impugned notice dated 18.01.2022 is issued without following the principles of natural justice. No opportunity of hearing was given to the company which is now represented by its liquidator. He would submit that though earlier E-mails were addressed to the Liquidator, the impugned notices were sent at the registered address of the company and also issued to the address of the subject property which was an open land having no employee of the company for accepting the notice. No proof of these notices being served was on record and in such circumstances therefore, there was violation of principles of natural justice.

4.2 Relying on the provisions of Section 4(4) of the GPP Act he would submit that the provision mandates for the notice to be served upon any person including an other person in occupation of the leased premises. This provision was not complied with.

4.3 The other challenge to these notices dated 28.12.2021 and 21.12.2021 is on the ground that such notices were issued in breach of the terms of the lease deed. He would submit that the license agreement was executed on 20.01.2007 whereby certain terms and conditions were imposed with respect to development of the property. He would read clause 6 of the license agreement which provided that the company could seek return of possession only until a lease deed was executed between the parties. Once the lease deed was executed, it superseded the license agreement and therefore, the lease could not be terminated relying on clause 6 of the license agreement. He would submit that the conditions of the license agreement stood extinguished when the lease was executed.

4.4 Mr.Thakore would submit that the lease deed was for a term of 99 years which was executed on 12.11.2008 effective from 09.01.2007. The company had paid an upfront amount of Rs.23,78,12,600/- (Rupees Twenty Three Crores Seventy Eight Lakhs Twelve Thousand Six Hundred) being a premium price in respect of the plot.