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2017 (12) TMI 1809 - HC - Indian LawsValidity of lease agreement entered - change in status of plots, for which lease was granted - validity of the order by which first petitioner is liable to pay 10% of the market value of the immovable property for the purpose of registering itself as a lessee of such immovable property with the first respondent - HELD THAT:- The legal entity to which the first respondent had granted the lease, in respect of the subject plots, does not exist in the manner and form as on the date of execution of the deed of lease, on the date of presentation of the writ petition. Such legal entity does not exist till date. The legal entity of the lessee has undergone a change. The first petitioner traces its rights to the immovable property demised under the deed of lease through the original lessee. The property covered under the deed of lease has travelled from the original lessee to different entities and ultimately to the first petitioner. Each of the entities, subsequent to the original lessee, are separate and distinct legal entities than that of the original lessee. The deed of lease describes the original lessee as a legal entity which would deem to include its successors and assigns unless repugnant to the context. Clause (vii) of the lease deed prohibits assignment without prior written consent of the first respondent. The description of the original lessee to include its assigns in the lease deed would necessarily exclude any assignee of the original lessee, when the original lessee has acted in breach of Clause (vii). A scheme of amalgamation or arrangement documents the compromise arrived at between the parties to the scheme inter vivos. A scheme may be between two or more companies. It may also be between a company and its shareholders or creditors. A proceeding for sanction of a scheme relating to a company under the Companies Act, 1956 is a proceeding in rem. A sanctioned scheme binds the company, its shareholders, creditors and all concerned in the affairs of the company - The transfer and vesting of the rights of the lessee in respect of the deed of lease in favour of the first petitioner is not binding upon the first respondent as the lessor. The first respondent by the impugned writing has demanded 10% of the market value to recognize the first petitioner as its lessee. Such a demand is in the contractual field. It is open to the first respondent to demand a consideration for the purpose of recognizing an entity as its lessee, in the given facts of the present case. The impugned reasoned Order dated July 31, 2014, therefore, cannot be said to suffer from any infirmity warranting an interference under Article 226 of the Constitution of India - Petition dismissed.
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