Indore Development Authority Through Its Chief Executive Officer vs. Brilliant Estates Limited Through Its Director Vinod Mishra

Held

The Court held that the lease, initially granted under Niyam, 1975, was governed by Niyam, 2018, due to the repeal of Niyam, 1975 by Niyam, 2013, and subsequently by Niyam, 2018. Rule 40(2) of Niyam, 2013, which is saved under Niyam, 2018, clarifies that actions taken under previous rules are deemed to have been taken under the new rules, provided they are not incompatible. The Court found that the amalgamation of companies did not amount to a transfer of land from one party to another, as no conveyance deed was executed, and proper stamp duty was paid under the Companies Act, 2013. Therefore, the provisions of Rule 19 of Niyam, 2018, were applicable, limiting the transfer fee to Rs. 5,000/-. The resolutions passed by IDA demanding higher charges were deemed to be without authority and contrary to Niyam, 2018. The Writ Court's decision was upheld.

Facts

The Indore Development Authority (IDA) allotted a plot of land on lease to Ubiquity Digital Card System Ltd. (UDCS) in 2012. The company's name changed to Brilliant Spaces Limited in 2016 and was later amalgamated into Brilliant Estates Ltd. in 2023. Following the amalgamation, the respondent filed an application for mutation. IDA passed a resolution demanding a fee of 6% of the guideline value plus 18% GST and additional charges, relying on its Resolution No. 74 dated 28.05.2016, which stipulated 3% charges on the guideline value for name changes. The respondent challenged this demand, arguing that Rule 19 of the Madhya Pradesh Vikas Pradhikarano Ki Sampatiyon Ka Prabandhan Tatha Vyayan Niyam, 2018 (Niyam, 2018) limited the transfer fee to Rs. 5,000/-. The Writ Court allowed the respondent's petition, leading to this appeal by IDA.

Key Issues

1. Whether the provisions of Rule 19 of the Madhya Pradesh Vikas Pradhikarano Ki Sampatiyon Ka Prabandhan Tatha Vyayan Niyam, 2018 (Niyam, 2018) are applicable to the present case, considering the land was initially allotted under the Madhya Pradesh Nagar Tatha Gram Nivesh (Vikasit Bhoomiyo, Griho, Bhavano Tatha Anya Sanrachanao Ka Vyayan) Niyam, 1975 (Niyam, 1975) and subsequent repeals and savings clauses? 2. Whether the amalgamation of Brilliant Spaces Ltd. into Brilliant Estates Ltd. constitutes a 'transfer of ownership or title' requiring the charges demanded by IDA, or if it is a mere change in name covered by Rule 19 of Niyam, 2018? Petitioner (IDA) argued that the Writ Court wrongly relied on Niyam, 2018, as the land was allotted under Niyam, 1975, which was repealed. IDA contended that the Board was competent to pass a resolution for demanding transfer fees, citing Resolution No. 74 dated 28.05.2016. Respondent (Brilliant Estates Ltd.) argued that the amalgamation occurred as per the Companies Act, 2013, and did not constitute a transfer of ownership. They contended that proper stamp duty was paid as required by the Companies Act, and Rule 19 of Niyam, 2018, limiting the transfer fee to Rs. 5,000/-, was applicable.