MADAN, J. - (1.) THE petitioners (M/s. Orbital International Ltd. & its Director & Share Holder Vivek Vasisth) have prefer this petition seeking a writ of mandamus to direct the respondents (Rajasthan State Industrial Development & Investment Corporation Ltd. (RIICO) & Bhiwadi Industrial Development Authority) to transfer the land bearing No. A-1133, Phase III, Bhiwadi in their favour.
(2.) FACTS though complexed by the parties but are shorn in details are epitomised for the relevance of disposal of this petition. Admittedly M/s. Opera House Exports Ltd. was allotted an industrial plot No. A-1133, measuring 10000 sq. mtrs. in Phase III of RIICO industrial Area, Bhiwadi (Rajasthan) (for brevity "the plot") by the respondents on 21. 02. 1992 and that apart, pursuant thereto, a lease agreement (Ann. A) was executed on 27. 03. 1995 by respondent No. 1 (for short "riico") in favour of M/s Opera House Export Ltd. for the plot. Similarly, M/s. Opera House Export Ltd. admittedly upon its application for transfer of its rights over the plot in favour of its sister concern viz. M/s. Opera House Credit & Holdings Pvt. Ltd. , was accorded transfer permission on 30. 8. 1997 which resulted in transfer of rights over the plot on 02. 06. 1998 to the transferee Pvt. Ltd. Company subject to the condition that its Promoter/director Sushil Kumar & his wife or family members shall hold shares in that private Co. to the extent of 51% only. Though the petitioners averred that one Umesh Kapoor was inducted as a Director with 49% shares in transferee Co. (M/s. Opera House Credit & Holding Pvt. Ltd.), but respondent No. 2 (BIDA) stated in its reply that no information was ever sent to respondent No. 1 (RIICO) as to the induction of Umesh Kapoor in the transferee Co. Similarly it is the case of the petitioners that subsequently name of the transferee Co. stood changed on 03. 11. 1998 to M/s. Prakunj Textiles Pvt. Ltd. but respondent (RIICO) did not recognise such change in name. However as per reply, it is the case of respondent No. 2 (BIDA) that no Holdings Pvt. Ltd. to Prakunj Textiles Pvt. Ltd. has been approved by respondent (RIICO), rather its approval or transfer as contemplated in RIICO Disposal Rules, 1979. While admitting the receipt of letters dt. 24. 8. 2000 (Ann. C) & 2. 9. 2000 (Ann. D) having been sent by M/s. Prakunj Textiles Pvt. Ltd. (changed name of transferee Co.) as to the application for further transfer of the plot ultimately in the name of M/s. Orbital International Ltd. (present petitioner No. 1), respondent No. 2 (BIDA) in reply averred that by letter dt. 2. 9. 2000, transfer of the plot was sought in the name of the petitioners Co. but in response thereto, by a letter dt. 12. 10. 2000 (Ann. R1) to S/shri Sushil Kumar & Umesh Kapoor of the transferee Co. (M/s Opera House Credit & Holding Pvt. Ltd.) they were directed to personally appear with requisite information mentioned therein. Thus, admittedly Prakunj Textiles Pvt. Ltd. (Formerly Known as Opera House Credit (P) Ltd.) by its letter dt. 2. 9. 2000 (Ann. D) applied to transfer the plot in dispute under Rule 18 (iv) (a) of the RICO Disposal of Land Rules 1979 in favour of its another group company (petitioner No. 1) and further by its letter dt. 2. 3. 2001 (Ann. E), petitioner (Co.) also requested for such transfer in the favour reiterating the averments made in letter (Ann. D), inter-alia that vide letter dt. 24. 8. 2000 M/s. Prakunj Textiles informed the RIICO confirming the shareholdings of Mr. Sushil Kumar &his family members. However, as per para (4) of letter dt. 2. 3. 2001 (Ann. E) it is an admitted position that though on 3. 11. 98 name of M/s. Opera House Credit & Holdings (P) Ltd. was changed to M/s. Prakunj Textile (P) Ltd. but RIICO till date did not recognise change of name. Hence, this writ petition. Riico did not file its reply to this petition obviously because it is not disputed that Riico (respondent No. 1) constituted an Industrial Development Authority at Bhiwadi (respondent No. 2) to decide disputes as to the allotment of land and transfer of the plots and thereby BIDA is the contesting respondent. According to the respondent BIDA in its reply the transfer has not yet been refused rather it is yet pending consideration and stands with held only because of the disputes having arisen in between the Directors and shareholders of the Company itself as they claimed major shares holding in the company inasmuch as an FIR No. 209/2000 came to be lodged at PS Bhiwadi at the instance of Mr. PK Sharma (one of directors of M/s. Opera House Credit (P) Ltd.) against another Director Umesh Kapoor (applicant herein), and even a suit No. 239/2000 has also been instituted before the Delhi High Court by Prakunj Textiles (P) Ltd. and M/s. Kapoor and Sehgal for an injunction against defendant (Sushil Kumar, Shalini Kumar, Atul Dewan and PK Sharma of M/s. Opera House and in that suit, on 13. 10. 2001 the Delhi High Court restrained the defendants from transferring, alienating, dealing or creating any third party interest on whatsoever nature in plot in dispute. It is a case of respondent BIDA in its reply that since two groups of promoters have been claiming major share holdings in their favour, the petitioner company was asked by letter dated 30. 3. 2001 (Ann. R. 2/2) to submit latest intimation as to its share holders on the basis of inspection of companies records through an independent Company Secretary so as to take further action, and pursuant thereto, both Sushil Kumar ad Umesh Kapoor had produced certain documents after filing of this writ petition.
(3.) ON 24. 5. 2001, Umesh Kapoor claiming himself partner of M/s. Kapoor and Saigal Fabrics and Director as authorised signatory of M/s Prakunj Textiles filed an application seeking impleadment of his partnership Firm and Co. (ibid) as respondents to this writ petition interalia asserting that since outstanding of M/s Kapoor and Saigal (applicant No. 1) could not be repaid, 49% shares worth Rs. 3,00,000/- (30,000 shares each of Rs. 10/-) were transferred by M/s. Opera House Credit (P) Ltd. in favour of M/s. Kapoor and Saigal and thereby Umesh Kapoor had 49% share holdings and Shri P. K. Sharma of Opera Group with 51% share capital. It is the case on behalf of applicants Umesh kapoor that upon change in name of the Company to Prankunj Textiles on 3. 11. 98, Rs. 29. 00 lacs as against outstanding of Rs. 52. 55 lacs were transferred as share application money in favour of M/s. Kapoor & Saigal, thereby on 31. 03. 2000, share holding position is claimed as under- Kapoor & Saigal Fabrics through Umesh Kapoor 16,87,500/- Opera Group 3,12,500/- According to the impleadment application, the applicants are the necessary party because the property belongs to Prankunj Textiles (P) Ltd. and they have never transferred its property to anybody, inasmuch as before the BIFR, Opera House Exports (P) Ltd. accepted the properties in dispute having been transferred to M/s. Kapoor and Saigal by handing over possession also, and that apart, complete record as to share holding, appointment of Directors besides constitution of Board of Directors have already been submitted before the Registrar of Companies Delhi. The factum of civil suit having been filed before the Delhi High Court against the original Company Opera House Export (P) Ltd. , and its Directors and share holders, apart from factum of a stay order having been passed as disclosed by respondent (BIDA) in its reply referred to above, have also been stated in the impleadment application. On the contrary, in its reply to the impleadment application, the petitioners (Co.) specifically contended that Umesh Kapoor has no legal right or authority as having minor shares to raise any objection to such transfer in favour of the petitioners especially when Shri Sushil Kumar, his wife and family member admittedly hold shares in the transferee company (M/s. Opera House Credit (P) Ltd.) to the extent of 51%. The facts stated in the impleadment application as to the transfer of share holding either worth Rs. 3,00,000/- or Rs. 29. 00 lacs to Kapoor Group as against any outstanding as share application money, have totally been denied, specifically stating that neither any amount on alleged account of share application money was transferred by M/s Pran-kunj Textiles (P) Ltd. in favour of M/s. Kapoor and Saigal Fabrics nor in favour of Umesh Kapoor and that the alleged transaction of money transfer or shares is noting but a forgery committed by Umesh Kapoor as he3 had no proper authority & resolution and necessary consent of major share holders/its directors of M/s. Prankunj Textiles (P) Ltd. In reply to the application, all original title deeds, possession letters are denied by the petitioners Co. to have been with Umesh Kapoor and its has been contended that neither the plot in dispute was ever transferred to M/s. Kapoor and Saighal Fabrics nor the possession thereof was ever handed over to it by M/s. Prankunj Textiles (P) Ltd. ;