TMI Blog2013 (12) TMI 1683X X X X Extracts X X X X X X X X Extracts X X X X ..... prayed that this Hon‟ble Court may graciously be pleased to issue writ in the nature of mandamus thereby directing the respondent no.2 to execute lease deed in respect of industrial plot bearing no.A-102, DSIDC, Narela Industrial Area Complex, Delhi-110040 allotted to the petitioner on 7.7.1990. 2. It is stated in the counter affidavit filed by the respondent - DSIIDC that at the time the petitioner company applied for allotment of a plot under Relocation Scheme, there may be only two (2) Directors in the company namely Mr. Davender Kumar Gupta and Mr. Dinesh Kumar Gupta, both of whom are the real brothers. It is further stated in the counter affidavit that in the year 2007, the petitioner was asked to furnish the details of the change in the shareholding pattern and directorship of the petitioner company so that the unearned increase payable by the company could be calculated. It is also stated that since there were changes in the shareholding pattern and the shares were transferred outside the family, the lease deed could not be executed. Thus in nutshell, the case of the respondent - DSIIDC is that since the shares have been transferred to the persons who do not fall w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d increase on substitution/ addition/deletion of the lessee/ sub-lessee read as under: Substitution/ addition and deletion of name in lease/ sub lease of industrial plots. 1. Where plots have been allotted but deed has been registered. (i) Where no need has been registered the auction purchaser allottee shall be permitted, free of charge, to add, delete or substitute the number of family member which may where necessary, take the form of partnership firm. (ii) Where the change asked for will result in the formation of a limited or pvt. Ltd. Or vice versa, 50% of the unearned increase in the value of plot calculated on the current market rate on the date of application will be charged. (iii) In case of substitution/ addition/ deletion in the name of person, who are not family member, the same will be allotted on the payment of following fee:- (a) In the case of proprietorship or partnership concerned a sum equal to 50% of the unearned increase in the market value of the plot calculated on the basis of the proportionate share in the profits of the incoming or outgoing persons. The market value will be same as prevalent on the date of application. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nes. Clause 1(iii)(a) applies to proprietorship or partnership concerned whereas clause (b) applies to a case where an application is made seeking change in the constitution of the lessee from the proprietorship or partnership to a company or vice versa. Clause 2(ii)(a) applies to a case where there is addition/ deletion/ substitution of outsiders in a proprietorship or partnership concerned whereas clause (b) of the said clause applies where the application is made for changing of the constitution of the lessee from a partnership to a private limited company or vice versa. 6. The learned counsel for the respondent - DSIIDC has drawn my attention to clause (ii) of the Minutes of Meeting held on 11.6.2009 in the Chamber of Secretary-cum-Commissioner of Industries, Govt. of NCT of Delhi where the following decision was taken: 11. Policy decision regarding change of constitution in respect of private limited and limited company It was clarified that change of Directors in a Pvt. Ltd. Co. is permissible on payment of proportionate UEI wherever required as per Land Management Guidelines. It was also clarified that change of Directors in relocation cases is only allowed among the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng. It would be seen from a perusal of the aforesaid clause that the lessee/allotee is prohibited from selling, transferring, assigning or otherwise parting with possession of the whole or any part of the leased land without prior written consent of the lessor. It is also quite clear from a perusal of the said clause that in the event of such permission being given the lessor is inter alia entitled to recover 50 per cent of the unearned increase from the lessee before such a permission is granted. 9. The petitioner before this Court is a company which by itself is a legal entity. The land in question was allotted to a company and continues to be owned by the said Company irrespective of the change in the shareholding pattern. However, there may be cases where the leased land may be transferred indirectly, instead of being transferred directly by the Company to an individual or another legal entity. That can be done either by transferring the majority shares or by issuing additional equity which would give majority shareholding in the company to the persons other than those who were shareholders of the company at the time the land was leased to it. In such cases, the lessor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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