Calcutta High Court Dismisses Misleading Writ Petition: Change in Shareholding Not Lease Transfer

The Calcutta High Court has dismissed a writ petition filed by SS Natural Resources Pvt. Ltd. and another, citing an attempt to mislead the court regarding a leasehold interest on an industrial plot in Kharagpur. The petitioners sought to avoid paying transfer fees demanded by the West Bengal Industrial Corporation Ltd. (WBIDC).

Background of the Case

The dispute arose from the insolvency proceedings of Ramsarup Loh Udyog Limited, which held a sub-lease on the 315-acre plot. The petitioners, as successful resolution applicants, claimed they acquired the company and its assets “as a going concern,” exempting them from the transfer fee.

Petitioners’ Arguments Rejected

The court, presided over by Hon’ble Mr. Justice Suvra Ghosh, observed that the petitioners misinterpreted orders passed by the National Company Law Tribunal (NCLT), National Company Law Appellate Tribunal (NCLAT), and the Supreme Court. The court emphasized that a change in company shareholding does not automatically translate to a transfer of the leasehold interest.

Court’s Observations and Decision

The court condemned the petitioners’ attempt to mislead the court and highlighted its authority to dismiss actions based on such tactics. The judgment clarified that a transfer of leasehold interest requires an explicit agreement, not simply a change in company ownership. As clause 15.15.5 of the resolution plan authorizing fee exemption was not approved, the WBIDC’s demand for transfer fees was deemed legitimate.

Conclusion

The Calcutta High Court’s ruling upholds the WBIDC’s right to collect transfer fees in accordance with the approved resolution plan. This case sets a precedent for similar situations, emphasizing transparency and accurate representation in legal proceedings.