TMI Blog2024 (3) TMI 25X X X X Extracts X X X X X X X X Extracts X X X X ..... e incessantly tried to convince this Court that waiver of transfer fee was approved by the NCLT, NCLAT and the Hon ble Supreme Court whereas the fact is otherwise. The waiver as recorded in clause 15.15.5 of the Resolution Plan was not approved by any of the forums and it was unanimously held that such waiver was left open for determination of appropriate authorities, if applied for. Therefore it is crystal clear that the petitioners have made an attempt to obtain an order in their favour by misleading the Court and misconstruing the contents of the orders passed by the NCLT, NCLAT and the Hon ble Supreme Court deliberately. Challenge to notices issued by the WBIDC on April 26, 2022 and July 6, 2022 - challenge on the ground that demand raised therein is in violation of the orders passed by the NCLT, NCLAT as well as the Hon ble Supreme Court - HELD THAT:- The authorities relied upon by the petitioners demonstrate that once a Resolution Plan is duly approved by the adjudicating authority under section 31(1), the claims as provided in the Resolution Plan shall stand frozen and will be binding on the corporate debtor and its employees and also, all such claims which are not part ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nts and/or its servants and/or its assignees from giving any effect or further effect or acting in terms of or in furtherance to the notice dated July 6, 2022 being Annexure P-8 hereof in any manner whatsoever; f) A writ of or in the nature of prohibition do issue prohibiting the respondents, their men, agents, servants, subordinates and each one of them from in any manner disturbing or interfering with fullest enjoyment of the rights of the sub-lessee under the sublease dated September 3, 2009, being Annexure P-1 hereto on the basis of the impugned demand; 2. The fact which is not in dispute is elucidated herein below:- Ramsarup Industrial Limited (Corporate Debtor) (hereinafter referred to as RIL) is a company incorporated on July, 9 1979 and is engaged in the business of manufacturing steel, thermo-mechanically treated bars and steel wires. By virtue of an indenture of sub-lease dated 3rd September, 2009 executed by and between the respondent West Bengal Industrial Corporation Limited (in short WBIDC), being the lessee under the State of West Bengal and Ramsarup Loh Udyog Limited (a unit of RIL), 315 acres of land in Kharagpur was sub-leased in favour of Ramsarup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r transfer of the plot by the sub-lessee or charging transfer fees for the same. Ramsarup Loh Udyog having merged with the corporate debtor, the question of transfer of the demised land did not arise since the corporate debtor was the legal entity and Ramsarup Loh Udyog its unit. Mere transfer of share holding of the lessee company under the Code cannot be termed as a transfer of the lease and in any event, the impugned demand and threat of termination/coercive action for non payment thereof are beyond the scope of the approved resolution plan and cannot be demanded by the first respondent. As envisaged in section 31 of the Act of 2016, the approved resolution plan is binding on the corporate debtor and its employees, members, creditors including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan. 5. Learned counsel has placed reliance on the authorities in Ghanashyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orders passed by the NCLT and the NCLAT that clause 15.15.5 of the Resolution Plan was not accepted by either forum despite which the petitioners have sought to make out a case that the said clause was accepted by all the forums and also that the WBIDC raised demand of transfer fees in gross violation of the orders. 9. In the reply given by the respondent to the petitioners on 6th July, 2022 it is recorded that the NCLT, in its order passed on September 4, 2019, left it to the authorities to consider the request of the Resolution Applicant for waiver/exemption from payment of any dues/fees/liability. The letter also records that pursuant to the order dated December 26, 2012, WBIDC has framed the terms and conditions of Allotment of Land/Module and the same is applicable to all existing lease deeds including the sub-lease deed dated September 3, 2009. Learned counsel has placed reliance on the authorities in K.D. Sharma v/s. Steel Authority of India Limited and Others reported in (2008) 12 Supreme Court Cases 481, Madras Bar Association v/s. Union of India and Another reported in (2015) 8 Supreme Court Cases 583 and Vijay Syal and Another v/s. State of Punjab and Others repor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s guilty of misleading the Court, his petition may be dismissed at the threshold without considering the merits of the claim. .............. A prerogative remedy is not a matter of course. While exercising extraordinary power a writ Court would certainly bear in mind the conduct of the party who invokes the jurisdiction of the Court. If the applicant makes a false statement or suppresses material fact or attempts to mislead the Court, the Court may dismiss the action on that ground alone and may refuse to enter into the merits of the case by stating, We will not listen to your application because of what you have done. The rule has been evolved in the larger public interest to deter unscrupulous litigants from abusing the process of Court by deceiving it. The same principle has been laid down in the authority in Vijay Syal and Another (supra). In view of the above, this Court is inclined to hold that the writ petition deserves dismissal on this score. Nevertheless, I propose to deal with the matter on merits as well. 13. On merits, the petitioners have assailed the notices issued by the WBIDC on April 26, 2022 and July 6, 2022 respectively primarily on the ground that the dem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xisting 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. 15. In approving the Resolution Plan the adjudicating authority has placed reliance upon clause 15.3 of the plan besides other clauses. The adjudicating authority/NCLT approved the Resolution Plan by an order passed on September 4, 2019 with the modification that the Resolution Plan shall include the portion of security expenses incurred by the financial creditor/WBIDCL which is admitted by the RP in the upfront amount payable by the resolution applicant to the creditors. The adjudicating authority held that any exempt ..... X X X X Extracts X X X X X X X X Extracts X X X X
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