IN THE HIGH COURT AT CALCUTTA CIVIL APPELLATE JURISDICTION ORIGINAL SIDE Present:-

The Hon’ble Justice Madhuresh Prasad And The Hon’ble Justice Supratim Bhattacharya APO 49 of 2024 With WPO 2392 of 2022 IA No. GA/1/2024 S.S. Natural Resources Pvt Ltd and Anr.

-Vs-

West Bengal Industrial Development Corporation Limited and Anr.

For the Appellants : Mr. Ratnanko Banerji, Sr. Adv.

Ms. Vaibhavi Pandey, Adv.

Ms. Akshita Bohra, Adv.

For the WBIDC : Md. T.M. Siddique, Sr. Adv.

Mr. T. Chakraborty, Adv.

Mr. S. Adak, Adv.

Mr. S. Sanyal, Adv.

Judgment on : December 8, 2025.

Madhuresh Prasad, J.:

1. The present appellants were the writ petitioners in the writ proceeding. The writ petition was filed challenging the demand for transfer fee raised by the West Bengal Industrial Development Corporation Limited (hereinafter referred to as vide notice dated 26.04.2022 and 06.07.2022. The writ “WBIDC” for short)

petitioner also sought a consequential relief being a direction upon the respondents to forbear from giving effect to the notice dated 06.07.2022 and to feonrjboeyamr efnrot mof inth aen yle amsaenhnoeldr dpirsotpuerbrtiny gb oerin ign t3er1f5e.r4in2 g( wapitphr otxh.e) wacrrite sp elatintido.n Terh’es leasehold land was demised for industrial/ factory purposes by a sub lease dated

03.09.2 which w0a0s9 e bnyg aWgeBdI DinC mtoa nounfea cRtaumrin Sgw oafr sutpe eIln, dthuesrtmrieos- mLiemchitaendi c(a“lRlyI Lt”r efaotre dsh boarrts) and steel wires. The learned Single Judge dismissed the writ petition bearing WPO NO. 2392 of 2022, by a judgment dated 29.02.2024, which is the subject matter of the present appeal.

2. Briefly stating, the writ petition was filed in view of the fact/s that RIL was admitted into insolvency. The writ petitioner submitted a resolution plan. For effective take over by the writ petitioner WBIDC was required to transfer the lease for the Industrial land in favour of the writ petitioner. WBIDC was also one of the financial creditors of the Corporate Debtor RIL, and part of the Committee of Creditors (COC) which voted and approved the resolution plan submitted by the writ petitioners. Therefore, the writ petitioner was of the view that the leasehold land should be transferred in their favour without any charges whatsoever and WBIDC should ensure such transfer on the same terms and conditions as existed with RIL. The writ petitioner had incorporated such clause in the Resolution Plan submitted by them, which became contentious.

3. The relevant contentious clause in the resolution plan namely Clause 15.15.5 reads:

“15.15.5. Kharagpur Land “Upon sanction of the Plan, the lease granted by WBIDC in favour of RamsarupLoh Udyog over approximately 315 acres of land in Kharagpur (“Kharagpur Land”) shall stand transferred to the Corporate Debtor from the Effective Date in a manner such that the Corporate Debtor is vested to be in possession and shall have absolute lease interest rights in the Kharagpur Land. Sanction of the Plan by the NCLT shall constitute a direction on WBIDC to expeditiously ensure transfer of the lease in favour of the Corporate Debtor on the same terms and conditions as contained in the existing lease agreement and without the requirement of payment of any fee, consideration or premium. WBIDC shall not be entitled to any penalty, arrear lease rent or any interest on arrears and all such amounts shall stand extinguished/waived upon approval of the Plan. On and from the date of sanction of the Plan, the Corporate Debtor shall be vested to be in possession and have absolute and good and marketable title, rights, and interest on the Kharagpur Land. Further sanction of the Plan shall also constitute a direction on WBIDC to accord expeditious approval for creation of mortgage over the leasehold interest by the Corporate Debtor in favour of its lenders.”

4. This clause in the resolution plan was considered by the adjudicating authority/

NCLT. While approving the resolution plan by order dated 04.09.2019, the NCLT in its order held:

“6