U. P STATE INDUSTRIAL DEV.CORPN. LTD. versus MONSANTO MANUFACTURES (P) LTD. & ANR.

Citation: [2015] 11 S.C.R. 1044 · Decided: 29-01-2015 · Supreme Court of India · Bench: S. J. MUKHOPADHAYA, V. GOPALA GOWDA · Disposal: Appeal(s) allowed
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Judgment (excerpt)

[2015] 11 S.C.R. 1044 
A 
U.P. STATE INDUSTRIALDEV.CORPN. LTD. 
8 
v. 
MONSANTO MANUFACTURES (P) LTD. &ANR. 
(Civil Appeal No.2731 of 2005) 
JANUARY 29, 2015 
[SUDHANSU JYOTI MUKHOPADHAYA AND V. GOPALA 
GOWDA;JJ.] 
c 
Industrial Development- Government of Uttar Pradesh 
acquired land and conveyed the same to appel/ant-U. P State 
Industrial Development Corporation for setting up industrial 
area -Appellant-Corporation divided the land into plots for 
leasing the same to industrial units and executed lease deed 
D in favour of respondents-Companies - Later appellant-
Corporation made allegation that respondents--companies' 
share holders transferred their company/their shares to new 
shareholders without the consent of appellant-Corporation, 
which amounted to transfer of interest, for which transfer levy 
E is required to be deposited- Demand notices issued by the 
appellant-Corporation challenged by the respondents-
Companies in different writ petitions or suits which were 
allowed by the High Court- Justification- Held: On facts, by 
their alleged action, the respondents-Companies directly or 
F indirectly transferred or patted with their interest/benefit under 
their respective agreements in violation of the terms of the 
agreement and their lease deed and were thus liable to pay 
transfer fee -Appellant rightly issued notice demanding 
transfer fee from each of the respondents and there was no 
G reason for the High Courl to interfere with the same. 
H 
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 
2731 of 2005 
1044 
U.P. STATE INDUSTRIALDEV.CORPN.·LTD. v. 
1045 
MONSANTO MANUFACTURES (P) LTD. &ANR. 
From the Judgment and Order dated 11.05.2004 of the A 
High Court of Judicature of Allahabad in Writ Petition No. 5094 
of2000 
WITH 
C.A. Nos. 1310 of 2006 and C. A. Nos. 1318 and 1319 8 
of2015 
• 
Rakesh Uttamchandra Upadhyay, Amar Deep Sharma 
for the Appellants. 
S. K. Dubey, Pramod Kr. Sharma, K. V. Mohan, M. Datta, 
Angad Mehta, Arun Cathpalia, D. Bharat Kumar, Pr_a~eep 
Kumar Bakshi, Sayooj Mohandas M., Mohd. lrshadHanif, M:. 
Z. Chaudhary,AftabAii Khan for the Respondents. 
The Judgment qfthe Court was delivered by 
1. Leave granted in SLP {C) No.16404 of 2006 and 
· SLP(C) No.5838 of 2008. 
c 
D 
2. The Government of Uttar Pradesh acquired land in E 
various distri.cts and conveyed the same to the appellant-U .P. 
State Industrial Development Corporation (hereinafter referred 
to as, 'the Corporation' for short) for the purpose of setting up 
industrial area. The Corporation thereafter divided the said F 
land into plots for leasing the same to industrial units. The. 
respondents-Companies, applied to· the appellant-Corporation 
for grant of lease. On receiving part premium of the plot, the 
appellant executed an agreement for licence and later executed 
l~ase deed in favour of the respondents-Companies. Later G 
the appellant-Corporation made an allegation that_ the 
respondents-companies' share holders transferred their 
company/their shares to new shareholders without the consent 
of appellant-Corporation, which amounted to transfer of . 
interest, for which transfer levy is required to be deposited. H 
1046 
SUPREME COURT REPORTS 
(2015] 11 S.C.R. 
A 
Demand notices were issued by the appellant-Corporation to 
the respondents-Companies. Those demand notices were 
challenged by the respondents-Companies in different writ 
petitions or suits which were allowed by the Division Bench of 
the High Court of Judicature at Allahabad by impugned 
B judgments. 
3. In the aforesaid cases the High Court held that unless 
the respondents-Companies transfer its right in the plot in 
question in favour of another legal entity, there is no qvestion 
C 
to apply clause 4(h) of the Agreement for licence. The High 
Court further held that mere change in shareholders or Directors, 
does not change legal entity of the Company and as such it 
continues unchanged. 
0 
E 
F 
G 
4. The questions that arise for our consideration in these 
appeals are: 
. 
' 
(i) Whether by the alleged action the respondents-
Companies directly or indirectly had transferred or parted 
with their interest/benefit under their respective 
agreements for licence. 
(ii) Whether the respondents-Companies violated the 
terms as contained in Clause 4(h) of agreement and 
Clause 3(p )of their lease deed and 
(iii) Whether the respondents-Companies are liable to 
pay transfer fee for alleged transfer of its own interest. 
5. The facts leading to the cas
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