LexM/S. JAIPRAKASH INDUSTRIES LTD. (PRESENTLY KNOWN AS M/S. JAIPRAKASH ASSOCIATES LTD.) versus DELHI DEVELOPMENT AUTHORITY
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* Author [2024] 4 S.C.R. 427 : 2024 INSC 273 M/s. Jaiprakash Industries Ltd. (Presently known as M/s. Jaiprakash Associates Ltd.) v. Delhi Development Authority (Civil Appeal No. 8336 of 2009) 05 April 2024 [Abhay S. Oka* and Pankaj Mithal, JJ.] Issue for Consideration High Court had sanctioned the scheme for amalgamation of M/s. Jaiprakash Associates Pvt Ltd and M/s. Jaypee Rewa Cement, directing that the properties in the Schedule thereto which included four plots perpetually leased to M/s. Jaiprakash Associates Pvt Ltd shall stand vested in M/s. Jaypee Rewa Cement-transferee (now known as the appellant). Whether amalgamation amounted to transferring the plots. Respondent- DDA’s demand for an unearned increase in the value (i.e. difference between the premium paid and the market value) from the appellant, if justified. Headnotes Lease – Perpetual lease deeds – Demand for unearned increase in the value of the plot at the time of sale, transfer, assignment, or parting with the possession – Perpetual lease deeds of four plots in favour of lessee (M/s. Jaiprakash Associates Pvt Ltd) – Scheme for amalgamation sanctioned by High Court, directing that the properties in the Schedule thereto which included the aforesaid plots shall stand vested in the transferee company (now known as the appellant ) – Demand by respondent-DDA for an unearned increase in the value from the appellant – Justification: Held: Perpetual leases put an embargo on the lessee selling, transferring, assigning or otherwise parting with the possession of the whole or any part of the commercial plots except with the previous consent of the lessor in writing – The second proviso makes it clear that the respondent-DDA, which has stepped into the shoes of the lessor, will be entitled to recover a portion of the unearned increase in the value – Further, there was a specific clause in the order of amalgamation passed by the High Court which 428 [2024] 4 S.C.R. Digital Supreme Court Reports held that the plots stood transferred from the original permanent lessee to the transferee M/s. Jaypee Rewa Cement Ltd, now known as M/s. Jaiprakash Associates Ltd-appellant – Relevant clause II(4)(a) covers all the categories of transfers as it provided that the lessee shall not sell, transfer, assign or otherwise part with the possession of the whole or any part of the commercial plots without the written consent of the lessor – The said clause does not exclude involuntary transfers – In the facts of the case, it cannot be said that there was an involuntary transfer, as the transfer was made based on a petition filed by the lessee and the transferee for seeking amalgamation – In a sense, this is an act done by them of their own volition – Nothing illegal in the impugned judgment dismissing the appeal filed by the appellant against dismissal of its writ petition. [Paras 6, 8 and 12] Transfer of Property Act, 1882 – s.5 – “Transfer of property” defined – High Court had sanctioned the scheme for amalgamation of M/s. Jaiprakash Associates Pvt Ltd and M/s. Jaypee Rewa Cement, directing that the properties in the Schedule thereto which included four plots perpetually leased to M/s. Jaiprakash Associates Pvt Ltd shall stand vested in M/s. Jaypee Rewa Cement-transferee (now known as the appellant) – Plea of the appellant that transfer in this case was not covered by the transfer defined u/s.5: Held: Clause II(4)(a) in the perpetual leases was very wide as it not only covered transfers but also parting with possession – Therefore, the transfer contemplated by the said clause is much wider than what is defined u/s.5 – s.5 clarifies that nothing contained therein shall affect any law for the time being in force in relation to the transfer of property to or by companies – Therefore, s.5 will be of no assistance to the appellant. [Para 11] Case Law Cited Delhi Development Authority v. Nalwa Sons Investment Ltd. & Anr. [2019] 6 SCR 783 : (2020) 17 SCC 782 – referred to. Indian Shaving Products Limited v. Delhi Development Authority & Anr. (2001) SCC Online Del 1123 : 2002 1 AD (Del) 175; Vijaya C. Gursahaney v. Delhi Development Authority & Ors. 1994 SCC Online Del 306 : 1994 II AD (Delhi) 770 – referred to. [2024] 4 S.C.R. 429 M/s. Jaiprakash Industries Ltd. (Presently known as M/s. Jaiprakash Associates Ltd.) v. Delhi Development Authority List of Acts Transfer of Property Act, 1882. List of Keywords Lease; Perpetual le
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