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Judgment
In this Writ Petition, the petitioners are seeking a Writ of Mandamus declaring the action of the 1st respondent herein (TSIIC) in imposing the condition of payment of enhanced lease rentals @ 2% per annum on the lease premium with enhancement @ 5% every year from the date of transfer of shares, vide Condition No.4 in the communication (NOC) dt.12.07.2019 bearing Lr.No.529/PM(IPU)/TSIIC/2006 as illegal, arbitrary and ultra vires and consequently to set aside the Condition No.4 in the communication (NOC) dt.12.07.2019 and to pass such other order or directions as this Court may deem fit and proper in the facts and circumstances of the case.
Brief facts leading to the filing of the present Writ Petition are that the 1st petitioner is a company engaged in the business of operating, maintaining and leasing of IT Park known as Waverock and is responsible for the administration and setting up of the project. It is submitted that the Government of Andhra Pradesh was desirous of establishing a Financial District near Hyderabad and APIIC was designated as the nodal agency for development of the Financial District. The entire land in Nanakramguda Village, Serilingampally Mandal in Ranga Reddy District, A.P., was earmarked for providing lands for Financial, Banking, Insurance, Stock Market Agencies, Academies and other industrial/financial development and after following due process of law, the land was taken over by the Government of A.P., now Government of Telangana. Petitioner No.1 was formed as a special purpose vehicle and submitted a proposal to the Government of A.P. for allotment of land to set up IT/ITES park of an international standard thereon. The Government of A.P. agreed to the said proposal and allotted approximately 12.13 acres of land situated in Survey Nos.115/5, 115/6, 115/10, 115/11 (part) and 115/34 at Nanakramguda Village, Serilingampally Mandal, Ranga Reddy District, Hyderabad and accordingly an MoU dt.26.07.2006 was executed. Thereafter, APIIC made a provisional allotment of land to petitioner No.1 vide letter dt.28.08.2006 in accordance with the APIIC Industrial Areas Allotment Regulations, 1998.
The MoU was superseded by an agreement of sale dt.31.10.2006, pursuant to which APIIC had agreed to sell the piece of land to petitioner No.1 for the purposes of developing an industrial park and the consideration for the land was finalized and mentioned in the MoU as well as in the registered agreement for sale dt.31.10.2006 as Rs.4,27,00,500 per acre. The conditions imposed in the MoU were that the 1st petitioner shall construct Information Technology/Information Technology Enabled Services (IT/ITES) Towers/Parks of international standards on the said project land with an investment of Rs.125.00 Crores and shall construct a minimum of 1.00 million square feet and shall provide jobs for a minimum of 5,000 people. It was also agreed that the land shall be transferred and conveyed to the 1st petitioner for a consideration of Rs.4,27,00,500/- per acre totaling to Rs.53,75,99,295/-. Accordingly, a registered agreement of sale dt.31.10.2006 was entered into between APIIC and the 1st petitioner, and the 1st petitioner had paid the entire sale consideration of Rs.53,75,99,295/- to APIIC. Subsequently, it was decided to enter into a co-development agreement, wherein APIIC was treated as the developer and the 1st petitioner was allowed to take part as a co-developer. Therefore, a co-development agreement dt.10.01.2007 was entered into with the very same conditions of
(i) investment of Rs.125.00 Crores both in movable and immovable assets;
(ii) creation of jobs;
(iii) constructing a minimum of 1.00 million square feet within a period of 3 years from the date of commencement of the construction; and
(iv) completion of the entire project in two phases, i.e., 1st phase shall be completed within a period of 3 years and the 2nd phase shall be completed over a period 5 years from the date of commencement of construction.
Another condition imposed in the co-developer agreement was that the promoter companies of the co-developer shall stay invested in the co-developer/company till the completion of the project and any change in the constitution of the co-developer during such period shall be made with the prior approval of IT & C Department, Government of Andhra Pradesh, the developer, which approval will not be unreasonably withheld. Subsequently, the Government of Andhra Pradesh decided to form a Special Economic Zone and since the land in Nanakramguda is situated in the area earmarked for Special Economic Zone (SEZ) and it could not be sold by APIIC as there were restrictions on sale of land in SEZ, i.e., under Rule 11, Sub-Rule 9 of the Special Economic Zone Rules, 2006, it was decided to lease the land to petitioner No.1 by way of a registered lease deed dt.22.12.2007. The executants were petitioner No.1 and APIIC (presently TSIIC) and the period of lease was mentioned as 99 years for the purpose of developing an Information Technology/Information Technology Enabled Services (IT/ITES) Special Economic Zone for a period of 99 years, with the option to renew the lease of the land for a further period of 99 years on identical terms and conditions of the lease deed including the renewal clause, upon an annual rental payment of Rs.100/- only (Rupees hundred only) and no other payments, upon such renewal. Accordingly, petitioner No.1 paid the full value of the land by way of paying a lease premium of Rs.51,79,57,065/- (Fifty One Crore Seventy Nine Lakh Fifty Seven Thousand and Sixty Five only) to APIIC and also agreed to pay an annual rental of Rs.100/- (Rupees one hundred only) (“Lease Rental”) per annum for a period of 99 (Ninety Nine) years.
Learned Senior Counsel appearing for the petitioners submitted that the 1st petitioner has completed the project as per the above conditions within the stipulated period. It is submitted that thereafter, in the year 2019, the 1st petitioner had sought to change the shareholding pattern of the company and therefore, it had approached the Board of Approvals of SEZs for approval. However, the petitioner was advised to obtain an NOC from the Developer, i.e., respondent No.1. In view of the same, the 1st petitioner had made an application to the developer, i.e., respondent No.1 for issuance of an NOC and in response to the same, the impugned letter dt.12.07.2019 was issued. The learned Senior Counsel appearing for the petitioners, submitted that all along, the understanding between the parties was that the 1st petitioner was purchasing the property from the Government and only in view of the impediment of registering the sale deed as the said land was intended to be used as SEZ, the 1st petitioner and the respondents had entered into a lease agreement and as per the terms and conditions of the agreement, the 1st petitioner has not only paid the entire sale consideration of Rs.51,79,57,065/- as lease premium and an additional sum of Rs.2,14,00,637/- as onetime payment of interest, but has also agreed to pay annual lease of Rs.100/- per annum over the next 99 years (perpetual lease) and further Rs.100/- per annum for a further period of 99 years. He submitted that the lease deed also provided that the land could be purchased by the petitioner No.1 herein at any time, without any consideration, provided that the same was permitted under the SEZ Act. Therefore, it is submitted that the intention of both the parties to the lease deed was very clear from the inception that the 1st petitioner shall be the owner of the property and a nominal annual lease rental of Rs.100/- was provided only because it was required to be mentioned in the lease deed. The learned Senior Counsel further submitted that since the 1st petitioner has complied with the conditions of the agreement and as per the earlier agreement, it was also stipulated that NOC will not be withheld unreasonably, after the project has been successfully executed by 1st petitioner, the respondents cannot and should not have changed the lease conditions and under the guise of the impugned condition, respondent No.1 cannot claim further amounts because the entire lease premium (which in effect is the sale consideration) has already been received by TSIIC. He submitted that there was no change in the constitution of the 1st petitioner company, but the only change sought to be made was in the shareholding pattern of the 1st petitioner company and for the said purpose, it has applied for an NOC and the condition of respondent No.1 that the enhanced lease rentals shall be @ 2% per annum on the lease premium with enhancement of 5% every year from the date of transfer of shares as per the present guidelines in force is not only exorbitant, but is highly unreasonable and is not in accordance with the terms and conditions of the lease agreement and that the respondents could not have changed the conditions/Rules of the game after the game has commenced. He has also drawn the attention of this Court to the proposed hike in lease rental chart, according to which, the 1st petitioner would be required to pay approximately a sum of Rs.13,55,32,93,663/-in the form of lease rentals for the next 99 years. Therefore, he submitted that such an onerous condition by the respondents for issuance of NOC for change of shareholding pattern is illogical and unreasonable. He further submitted that the condition of not changing the shareholding pattern of the co-developer till the investment on the part of the 1st petitioner was complete was only to ensure that the project would be executed and the promoters would not leave the project incomplete and it was not to unreasonably enrich the TSIIC. He therefore sought a direction from this Court to set aside condition No.4 of the impugned letter required to be complied with for issuance of NOC.
Vide orders dt.23.06.2020, this Court had directed the petitioners as well as respondent No.1 to maintain status quo with regard to the enforcement of the impugned condition No.4 in the proceedings dt.12.07.2019 and alteration of the share pattern of the 1st petitioner company.
The respondents have filed a counter affidavit along with vacate petition in I.A.No.3 of 2020. It is submitted that the TSIIC has issued a conditional NOC vide letter dt.12.07.2019 on the request of petitioner No.1 for transfer of its 100% shares to a new entity, i.e., M/s. Millennial Business Parks Pvt., Ltd., and that the company will have to comply with the same for approval. It is stated that the conditions issued are as per the prevailing TSIIC Regulations and therefore, the company cannot deny one of the conditions imposed while accepting the other conditions. It is stated that in similar circumstances, one M/s. Hitachi Consulting Software Services Pvt Ltd., which has acquired 100% shares of M/s. Sierra Atlantic (from allottee in SEZ/going concern) which was located in the same industrial park, i.e., IT/ITES SEZ, Nanakramguda, was imposed with similar terms and conditions and the same were complied with and that the acquisition was accordingly approved. It is further submitted that in other SEZs also, where the SEZ allottee units have been transferring 100% shares to a new entity as a going concern, they have all executed lease deeds in new format with TSIIC/Developer and complied with the terms and conditions as imposed as per the present regulations and therefore, request of the 1st petitioner company to withdraw the particular condition of NOC has already been rejected vide letter dt.31.10.2020. It is submitted that the Government of Andhra Pradesh has entered into an MoU dt.26.07.2006 with M/s. TSI Ventures (India) Pvt Ltd., to develop and construct IT/ITES Towers/Parks on international standards and also in accordance with the provisions, terms and conditions, rules and regulations of the GoAP 2005-2010 (ICT Policy) vide G.O.Ms.No.11 dt.21.03.2005 and has caused instructions to TSIIC for allotment of land of about 12 acres in Sy.No.115(P), Nanakramguda Village at a cost of Rs.4,27,00,500/- per acre without applying employment linked rebate as per the ICT Policy. It is submitted that the 1st petitioner is a special purpose company incorporated by M/s. TSI Ventures (India) Pvt. Ltd. and the allotment of 12.00 acres on outright sale basis on 28.08.2006 was under the conditions of MoU at IT Park, Nanakramguda and on receipt of the sale consideration, possession of the land was handed over to TSI on 31.10.2006 under registered agreement of sale vide Doc.No.P/1231/2006 for implementation of the project. It is submitted that the Special Economic Zones Act, 2005 was passed by the Parliament in May, 2005 which received the Presidential assent on the 23rd of June, 2005 and the formal approval of the Ministry of Commerce was accorded for setting up of SEZ at Nanakramguda on 16.06.2006 and as per the said rules, allotment shall be made only on lease. It is submitted that by the date of receipt of Gazette Notification of establishment of SEZs, i.e., 25.04.2007, few allotments were made on outright sale basis and they were therefore converted into lease and accordingly, the agreement of sale executed in favour of TSI Business Park Pvt. Ltd., was also converted into lease deed on 22.12.2007 reiterating the implementation terms under MoU and agreement of sale. It is submitted that Clause 2.7 of the lease deed provides that the lessor agrees to consider any successor, transferee or assignee of the lessee including by reason of any scheme of reconstruction, merger, demerger and any other change may be substituted in place of lessee subject to the terms of lease deed and the provisions of the Special Economic Zones Act, 2005 and the rules and regulations framed thereunder. It is submitted that since APIIC has become a developer, TSI was given the status of Co-Developer under SEZ norms and a Co-Developer agreement was entered into on 10.01.2007 and since the rules under SEZ norms were not finalised by then, APIIC has converted the agreement of sale to a lease deed on 22.12.2007 making the lease of land for a period of 99 years and lease rentals were nominally fixed @ Rs.100/- per acre per annum, i.e., for the 1st petitioner company and since then, the company is paying the lease rentals @ Rs.100/- per acre per annum. It is submitted that Clause 2.8 of the lease agreement provides that the lessor shall not alienate, encumber or transfer any rights or interest whatsoever in Sector ‘A’ in favour of any person during the period of lease. Thus, the proposals of the petitioners were submitted to the Government for further examination and the Government vide letter dt.26.06.2019 agreed to the proposal of M/s. TSI Business and directed TSIIC to take action accordingly and also requested the VSEZ authorities as to whether 100% transfer of shares/change of ownership by the Co-Developer in the SEZ is permitted as per law and informed the same to the Government under intimation to the TSIIC. It is submitted that pending SEZ opinion, respondent No.1 has issued conditional NOC dt.12.07.2019 for obtaining approvals from the SEZ and other regulatory authorities and also payment of certain process fee as per the prevailing guidelines of TSIIC. It is stated that the decision of SEZ is not yet received by the office.
Learned Special Government Pleader attached to the office of the Advocate General submitted that the 1st petitioner was bound by the TSIIC regulations and as per Regulation 27 of TSIIC, which deals with transfer of allotment and broadly provides the conditions thereunder, a process fee @ 5% on the value of the land prevailing on the date of issue of the approval subject to a maximum of Rs.5.00 lakhs for each change shall be levied subject to other conditions. He submitted that the TSIIC Regulations have been amended in the year 2008 vide Circular dt.20.05.2008 and subsequently, vide Circular dt.19.03.2010 and subsequently, the APIIC Industrial Areas Allotment Regulations, 1998 have been replaced with effect from 1st October, 2012 and that petitioner No.1 was also bound by the said amendments. He therefore justified the imposition of Condition No.4 in the NOC.
Learned counsel for the petitioners, has thereafter, filed a rejoinder refuting the contentions raised by the respondents in the counter affidavit and the additional counter affidavit. It is submitted that the lease deed was entered into in the year 2007 by the petitioners and therefore, the TSIIC regulations applicable as on the said date only are applicable and subsequent amendments/circulars cannot be made applicable to the petitioners herein.
Having regard to the rival contentions and the material on record, this Court finds that admittedly, the then Government of Andhra Pradesh had entered into an agreement of sale with petitioner No.1 on 31.10.2006 and thereafter entered into a registered lease deed on 22.12.2007 in accordance with APIIC Regulations of 1998. The condition now imposed, which is under challenge, is pursuant to TSIIC regulations of 2012. Therefore, the Rules and Regulations of APIIC, 1998 as on the date of the lease agreement alone can be considered and not the subsequent regulations. For the purpose of ready reference, Regulation 14 of APIIC Regulations of 1998 are reproduced hereunder:
“14. CHANGES IN CONSTITUTION/TRANSFER OF ALLOTMENT
18.1 Proposal for approval of changes in constitution / transfer of allotments to legal heirs or others / changes in ownership of plots / sheds/shops/godowns shall be processed as follows:
A) Approval of changes in constitution/ownership of the Firms against allotment of plots/land/ sheds/godown/shops in Industrial Parks in the following cases with a levy of process fee of Rs.5,000/- (Rupees Five Thousand) subject to the condition that the sale consideration in full is paid by the time such a request is made to APIIC:
Changes in constitution / transfer of allotment among the family members or in favour of legal heir(s) on the death of allottee or in case of death of a partner(s) / share holder(s).
Proprietary concern becoming partnership concern, where the proprietor of the original Firm should hold 51% or more share in Profit & Loss and Capital investment in the partnership concern.
Partnership firm becoming proprietary concern
Changes in constitution where proprietary concern or partnership concern converts into a Private Limited company or Public Limited company and the proprietor or partner(s) hold 26% or more of the paid up share capital in the newly incorporated private limited/public limited company, as on the date of change in constitution.
Changes within the partnership concern, where the original partners of the firm have 51% or more in share of Profit & Loss and Capital Investment in the original partnership firms as well as reconstituted partnership firms.
In respect of Private Ltd / Public Ltd companies, where there are changes in share holding and original share holders having 26% or more continue to hold 26% or more in the reconstituted Private Ltd / Public Ltd company.
In cases, where NOC is given by APIIC to APSFC/Scheduled Banks/Public Financial Institutions for creating mortgage on the allotted plot/land/shed/shop/godown and the unit is transferred by the Financial Institutions to the third parties.
B) Approval of changes in constitution/ownership of Firms against allotment of plots/sheds/godown/ shops in Industrial Parks in the following cases with a process fee of 2% on the prevailing land cost as on the date of according approval or Rs.5,000/- whichever is maximum, subject to the condition that the sale consideration in full is paid by the time such a request is made to APIIC:
In respect of the changes in constitution, where amalgamation / merger or de-merger of companies takes place as per the request made by the allottee companies or by the orders of the Courts of Law, the process fee is to be levied @ 2% on the prevailing land cost, limited to maximum of Rs.2.00 lakhs (Rupees Two Lakhs).
Change in ownership of the firm, i.e. the original allottee transferring / selling the unit to a third party.
Proprietary concern / Partnership firm becoming a Private Limited / Public Limited company, where the original allottee/allottees do not hold 26% paid up capital in the newly incorporated company.
In respect of allotments transferred to the third parties by APSFC / Scheduled Banks / Public Financial Institutions, where NOC is not issued by APIIC for creating mortgage on the allotted plots/land/ sheds/godowns etc.
Proprietary concern becoming partnership firm, where the proprietor of the firm holds less than 51% share in Profit & Loss and Capital Investment in Partnership Firm.
Changes within the partnership concern, where the original partners of the Firm having 51% or more share in Profit & Loss as well as Capital Investment have diluted their share to less than 51% in P & L as well as capital investment in the reconstituted partnership concern.
In respect of Private Ltd / Public Ltd companies, where there are changes in the share holding and the original share holders having 26% or more share in the company dilute their share to less than 26% in the reconstituted Private Ltd / Public Ltd companies.
18.2 On approval of the change in constitution / transfer of allotment etc., a supplementary sale agreement/ amendment to sale agreement should be entered into duly paying the appropriate stamp duty by the reconstituted/new concern.
The supplementary sale agreement shall be executed and got registered as and when change (s) in constitution is approved. In the cases of transfer of allotment in favour of the legal heir(s) of allottees and also transfer of allotment through financial institution, deed of cancellation shall be executed and got registered duly executing & registering the cancellation deed of the earlier sale agreement before execution and registration of fresh sale agreement by the transferee.”
The APIIC Regulations of 1998 were subsequently modified and are known as TSIIC Regulations of 2012. The preamble reads as under:
“These rules are called the “TSIIC INDUSTRIAL PARKS ALLOTMENT REGULATIONS 2012.”
These regulations shall apply to the Allotment of Premises/industrial plots/land, in all Industrial Parks /Industrial Development Parks, & all Theme Parks developed by TSIIC. These regulations also apply to the allotments previously made, in Industrial Parks/Industrial Development Parks, & Theme Parks wherever there arise a cause of action in such allotments, after the issue of these regulations and also in cases of re-allotment of resumed premises/plot/land.
These Regulations shall not apply to those cases in respect of which decisions have already been taken and also to the cases pending before the Courts.
These Regulations shall come into effect from 1st October, 2012.”
Thus, it can be noted that these amended regulations do not apply to the case of petitioner No.1. Even Clauses 27 provides as under:
“27. TRANSFER OF ALLOTMENT
27.1. The proposal for transfer of allotment shall be approved only after project implementation.
27.2. A process fee of @ 5% on the value of the land prevailing on the date of issue of the approval subject to a maximum of Rs. 5 lakhs for each change shall be levied.”
Clause 34 provides as under:
“34. ALLOTMENT OF UNITS IN SPECIAL ECONOMIC ZONES
34.1. All the allotments of land in SEZ are governed by SEZ Act and Rules of Government of India and as amended from time to time.
34.2. All the allotments are made on lease basis and the developer (TSIIC) will fix the lease premium and lease rentals and also the period of lease, as per TSIIC policy.
34.3. The lease premium shall be paid by the allottee within 90 days from the date of allotment. The lease rentals shall be payable for the period of lease as fixed by TSIIC.”
Clause 36 provides as under:
“36. Government Directions:
36.1. The directions issued by Govt of TS/Govt of India in respect of any project/allotment will override these regulations.”
Clause 2.7 of the lease deed dt.22.12.2007 reads as under:
“2.7. The Lessor agrees to consider any successor, transferee or assignee of the Lessee including by reason of any scheme of reconstruction, merger, demerger and any other change may be substituted in place of the Lessee subject to the terms of this Lease Deed and the provisions of the Special Economic Zone’s Act, 2005 (hereinafter referred to SEZ Act) and the Rules and Regulations framed there under.”
Paras 4 and 5 of Instruction No.89 of Government of India/Bharat Sarkar, Ministry of Commerce and Industry/ Vanijya Aur Udyog Mantralaya, Department of Commerce / Vanijya Vibhag (SEZ Section) issued in No.H-5/1/2013-SEZ, dt.17.05.2018 read as under:
“4. The matter has been examined in consultation with the Department of Legal Affairs who have opined that Sub-Section 10 of the Section 10 of the SEZ Act, 2005 empowers the Board to issue such directions or formulate such schemes as it may consider necessary for operation of the SEZ in order to promote exports or to protect the interest of units or in the public interest.
Accordingly, the decisions of the BOA in its 31st and 69th are adopted as guidelines in the cases of Change of Shareholding pattern, name change of SEZ Developers and units etc. as under:-
(i) Re-organisation including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution may be undertaken with the prior approval of Board of Approval in respect of Developer/Co-developer subject to the condition that the Developer / Co-developer shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the developer / co-developer will remain unchanged on such reorganisation.
(ii) Re-organisation including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution of Units located in SEZs may be undertaken with the prior approval of Approval Committee in respect of Units subject to the condition that the Unit shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the Unit will remain unchanged on such reorganisation.”
Further, as seen from Regulation No.27 of the TSIIC Regulations, the proposal for transfer of allotment will be approved only after project implementation. Admittedly, in this case, petitioner No.1 has implemented the project according to the approved scheme and the occupancy certificates were also issued on 26.05.2010, 13.12.2013 and 20.11.2017. Therefore, Clause 1 of Regulation 27 would be applicable. As per Clause 2 of Regulation 27, a process free at the rate of 5% of the value of the land prevailing as on the date of issue of approval subject to a maximum of Rs.5.00 lakhs for each change shall be levied and the petitioner No.1 is not aggrieved by this Regulation as well. Clause 3 of Regulation 27 provides that proposals for transfer of allotments can be considered where the percentage of holding is less than 51% by the original allottee/proprietor/ partner(s)/shareholder(s) in the cases mentioned thereunder and Clause 5 thereof provides that approval of change in transfer of ownership will be issued by the Zonal Manager after seeking necessary permission from the head office.
As rightly pointed out by the learned counsel for the petitioners, a company has its own identity and any change in the shareholding pattern will not change the identity of the company, but it can only be considered as change in the shareholding. It is further noticed that the regulations of APIIC/TSIIC also explain ‘as to what is change in the constitution’ as reproduced above. In view of the fact that there is change of 100% of shareholding, it would amount to change in the constitution of the company.
However, as per the TSIIC Regulations of 1998 or of 2012, there is no requirement for payment of enhanced lease rentals at the rate of 2% per annum on the lease premium with enhancement of 5% every year from the date of transfer of shares. It is provided only in the APIIC Circular No.216/Projects/Circulars/SEZ/2008 dt.19.03.2008, but there is no reference to this Circular in the impugned letter of NOC. Therefore, it appears that the letter of NOC dt.12.07.2019 imposing the Condition No.4 has no statutory basis whatsoever, leave alone being supported by the Regulations of TSIIC. Further, the Circulars dt.28.02.2008 and 20.05.2008 would apply only prospectively, i.e., to allotments made after the issuance of the said Circulars. It is settled law that circulars cannot replace or override the regulations. Further, the allotment of land to the petitioner No.1 was made in the year 2006 and the petitioner No.1 had made the payment of the entire sale consideration at the time of execution of the registered lease deed dt.20.12.2007. Further, the circumstances referred to in the circulars did not exist in the case of petitioner No.1 herein and hence, the said circulars cannot be made applicable to the case of the petitioner No.1 herein.
The case of M/s Hitachi Consulting Software Services India Pvt. Ltd., was relied upon by the respondents, wherein similar conditions as in the impugned notice were imposed and the said company has complied with the same. It is noticed from their Amended Lease Deed filed along with the counter affidavit that the Government of Andhra Pradesh had entered into an MoU with its predecessor on 09.12.2004, but the lease deed was executed on 05.02.2009 and that too for a period of 90 years for 7.20 acres at Sy.No.115 Part, Nanakramguda Village, Serilingampally Mandal, Ranga Reddy District and the lease premium on which the revised annual lease rentals worked out to Rs.5,14,000/- per annum. Therefore, the said case is apparently not similar to the case of the petitioner No.1. Even otherwise, the parties are bound by the terms and conditions of their agreements and acquiescence by some party cannot bind another party.
In such circumstances, this Court is satisfied that impugned Condition No.4 cannot be imposed in this case for granting of NOC for transfer of 100% shares and FCCDs to M/s. Millenial Business Park Pvt., Ltd., which is a wholly owned subsidiary of M/s. SPREF II Pvt., Ltd. In view of the same, the impugned Condition No.4 in the letter of NOC dt.12.07.2019 is set aside.
In the result,
(i) I.A.No.3 of 2020 in W.P.No.8732 of 2020 is dismissed;
(ii) W.P.No.8732 of 2020 is allowed;
(iii) There shall be no order as to costs.
Pending miscellaneous petitions, if any, in this Writ Petition shall stand closed.