- (1.) HEARD Sri Rakesh Dwivedi, Senior Advocate and Sri Naveen Sinha, Senior Advocate assisted by Sri Anurag Khanna, Sri Pradeep Aggarwal, Sri Ajai Fatiyal, Ms. Sansuiti Pathak and Sri Nikhil Sharma for the petitioner, learned standing counsel for the respondent no. 1 and Sri Ramendra Pratap Singh, advocate for respondents 2, 3 and 4. Pleadings have been exchanged between the parties and with their consent, we proceed to decide the writ petition at the admission stage itself.
(2.) BY means of this writ petition, the petitioner has prayed for a writ of certiorari quashing the orders dated 01.01.2009, 01.10.2007 and 30.11.2007, whereby the New Okhla Industrial Development Authority (for short 'NOIDA'), has called upon the petitioner company to deposit various amounts as change in constitution (for short 'CIC') charges, consequent to the change in its shareholding pattern, which has been made a condition precedent for execution of tripartite sub -lease deeds between the petitioner company, NOIDA and the sub -lessees and for a mandamus commanding the respondents to execute the tripartite sub -lease deeds without compelling the petitioner to pay CIC charges. The factual matrix of the case, as is necessary for decision of the controversy involved between the parties, lies in a narrow compass.
(3.) THE petitioner was originally incorporated as a private limited company under the Companies Act and is a deemed Public Company in view of section 43 -A of the Companies Act, 1956. NOIDA allotted it a land ad -measuring approximately 142.4463 acres being plot No. A -2, Sector 38 -A, NOIDA, for setting up a Theme Amusement and Entertainment Park of international standard alongwith commercial facilities supportive to the park. In this regard,, a license deed dated 31.7.2002 was executed in its favour. Clause 11(12) of the licence deed reads as under : - "12. In case of change of constitution, the Licensee/ Sub Licensee has to pay proportionate transfer charges on the transferred share as applicable. However, no transfer charges shall be payable during the first two years. The Licensee / Sub Licensee shall be required to retain minimum 25% of the total share for a minimum period of three years in the changed constitution." In furtherance of the aforesaid stipulation in the licence, the petitioner company vide its letter dated 28 -1 -2003 furnished details of shareholders of the company, which was as follows : - No. of shares (of Rs. 10/ - each) i) International Amusement Ltd. 4,89,990 ii) Mr. Gian Vijeshwar 5,000 iii) Mr. Rakesh Babbar 5,000 iv) Unitech Investments Ltd. 4,99,970 v) Mr. Ramesh Chandra 10 vi) Mr. A.S. Johar 10 vii) Mr. Sanjiv Tyagi 10 viii) Mr. Robin Vijeshwar 10 Total number of shares 10,00,000 (ten lacs shares) According to aforesaid information furnished by the petitioner company, it was having share capital of Rs. 1 crore divided into 10 lacs shares of Rs.10/ - each. It is evident therefrom that the two major promoters of the petitioner company, namely, International Amusement Ltd. and Unitech Investments Ltd. were holding major part of the shares, i.e., 4,89,990 and 4,99,970 shares respectively.;