By the Court.—Heard Sri Rakesh Dwivedi, Senior Advocate and Sri Naveen Sinha, Senior Advocate assisted by Sri Anurag Khanna, Sri Pradeep Aggarwal, Sri Ajai Fatiyal, Ms. Sansuiti Pathak and Sri Nikhil Sharma for the petitioner, learned standing counsel for the respondent No. 1 and Sri Ramendra Pratap Singh, advocate for respondents 2, 3 and 4. Pleadings have been exchanged between the parties and with their consent, we proceed to decide the writ petition at the admission stage itself.

2. By means of this writ petition, the petitioner has prayed for a writ of certiorari quashing the orders dated 1.1.2009, 1.10.2007 and 30.11.2007, whereby the New Okhla Industrial Development Authority (for short ‘’NOIDA’), has called upon the petitioner company to deposit various amounts as change in constitution (for short ‘’CIC’) charges, consequent to the change in its share-holding pattern, which has been made a condition precedent for execution of tripartite sub-lease-deeds between the petitioner company, NOIDA and the sub-lessees and for a mandamus commanding the respondents to execute the tripartite sub-lease-deeds without compelling the petitioner to pay CIC charges.

3. The factual matrix of the case, as is necessary for decision of the controversy involved between the parties, lies in a narrow compass.

4. The petitioner was originally incorporated as a private limited company under the Companies Act and is a deemed Public Company in view of Section 43-A of the Companies Act, 1956. NOIDA allotted it a land ad-measuring approximately 142.4463 acres being plot No. A-2, Sector 38-A, NOIDA, for setting up a Theme Amusement and Entertainment Park of international standard alongwith commercial facilities supportive to the park. In this regard, a license deed dated 31.7.2002 was executed in its favour. Clause 11(12) of the licence deed reads as under :

“12. In case of change of constitution, the Licensee/Sub Licensee has to pay proportionate transfer charges on the transferred share as applicable. However, no transfer charges shall be payable during the first two years. The Licensee /Sub Licensee shall be required to retain minimum 25% of the total share for a minimum period of three years in the changed constitution.”

In furtherance of the aforesaid stipulation in the licence, the petitioner company vide its letter dated 28.1.2003 furnished details of share-holders of the company, which was as follows :

According to aforesaid information furnished by the petitioner company, it was having share capital of Rs. 1 crore divided into 10 lacs shares of Rs. 10/- each. It is evident therefrom that the two major promoters of the petitioner company, namely, International Amusement Ltd. and Unitech Investments Ltd. were holding major part of the shares, i.e., 4,89,990 and 4,99,970 shares respectively.

5. Licence deed was followed by execution of a formal perpetual lease-deed dated 5.2.2003 for the land admeasuring 142.4463 acres. By supplementary agreement, the area of the land has been increased to 147 acres. Clause 11(12) of the lease-deed provides as under :

“12. The allottee will have to seek prior permission of the lessor in case of change in constitution. The lessee/sub-lessee will have to pay proportionate transfer charges in the transferred share as applicable. However, change in constitution in accordance with the provisions of the Indian Companies Act, will be permissible within two years.”

6. It appears that out of 5000 shares each held by Mr. Gian Vijeshwar and Mr. Rakesh Babbar, they transferred 4990 shares each to International Amusement Ltd. during the period 28.1.2003 to 5.5.2003. Since these shares were transferred within two years of the licence agreement dated 31.7.2002 and lease-deed dated 5.2.2003, therefore it is admitted to both the parties that the same does not attract any CIC charges.

7. Unitech Investments Ltd. having 49,99,970 shares was one of the main promoters of the petitioner company. It was a 100% subsidiary of U