# Vision Town Planners Pvt. Ltd v. State of U.P. & Ors

- **Citation:** (2025) 12 ILRA 982
- **Court:** High Court of Judicature at Allahabad
- **Decided:** 2025-12-19
- **Case number:** Writ - C No. 26271 of 2025
- **Bench:** Prakash Padia
- **Source:** https://unisonlegal.in/judgment/allahabad-high-court/vision-town-planners-pvt-ltd-v-state-of-u-p-ors-54870
- **Pages:** 13

## Text

_Characters 0–39,932 of 42,928. This is a partial read: ask again with offset=39932 for what follows._

982 INDIAN LAW REPORTS ALLAHABAD SERIES
and the order of the Tribunal is binding
upon the Assistant Collectors and the
Appellate Collectors who function under
the jurisdiction of the Tribunal. The
principles of judicial discipline require that
the
orders
of
the
higher
appellate
authorities should be followed unreservedly
by the subordinate authorities. The mere
fact that the order of the appellate
authority is not ?acceptable? to the
department " in itself an objectionable
phrase ? and is the subject-matter of an
appeal can furnish no ground for not
following it unless its operation has been
suspended by a competent court. If this
healthy rule is not followed, the result will
only be undue harassment to assessees and
chaos in administration of tax laws."

26. Applying above principle in facts
of this case, we are of the view that the
respondent
Authority
could
not
have
questioned the correctness of the revisional
order by passing a fresh order on the same
issues, nor could it have relied upon
subsequent Board Resolutions to dilute or
nullify the effect of the revisional directions.
Once the revisional authority exercised its
statutory jurisdiction and granted relief to the
petitioner, the respondent Authority was
functus officio insofar as those issues were
concerned. The impugned order dated
12.12.2024, passed in purported compliance
of
earlier
judicial
directions,
in
fact
constitutes an impermissible attempt to
circumvent and nullify the binding revisional
order dated 27.07.2023. Raising fresh
demands on grounds already considered and
rejected in revision order, amounts to
colourable exercise of power and reflects
non-adherence
to
the
principles
of
administrative discipline and rule of law.

27. In view of the foregoing
discussion
and
conclusions
recorded
hereinabove, the impugned orders dated
12.12.2024, 23.12.2024, and 15.05.2025
are hereby quashed. The respondent
Authority is directed to implement the
revisional order dated 27.07.2023 strictly in
its letter and spirit and to recalculate the
dues, if any, payable by the petitioner in
accordance therewith and subject to the
observations made in this judgment. The
respondent Authority is further directed to
extend to the petitioner the benefit of early
production incentive rebate as well as
waiver of penal/compound interest in terms
of the applicable scheme and office order
dated 05.12.2013. Any excess amount
deposited by the petitioner pursuant to the
impugned demands shall be adjusted or
refunded, as the case may be, within a
period of eight weeks from the date of
receipt of a certified copy of this judgment.
The writ petition is allowed in the aforesaid
terms. There shall be no order as to costs.
----------
(2025) 12 ILRA 982
ORIGINAL JURISDICTION
CIVIL SIDE
DATED: ALLAHABAD 19.12.2025

BEFORE

THE HON'BLE PRAKASH PADIA, J.

Writ - C No. 26271 of 2025

Vision Town Planners Pvt. Ltd. ...Petitioner
Versus
State of U.P. & Ors. ...Respondents

Issue for Consideration
The matter involves a legal challenge against
Noida Development Authority regarding the
demand for Change in Constitution (CIC)
Charges and the refusal to grant a zero period
due to the authority's failure to provide a
separate possession certificate after the subdivision of a commercial plot.

Headnotes
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
983
Constitution of India,1950-Article 226Income
tax
Act-Section
10B(8)
and
section
139(1)&
companies
Act,2013Section 391 & 394-The court held that
since condition no. 3 of the sub-division
permission
(dated
16.02.2010)
mandatorily
required
a
separate
possession certificate, and the authority
failed to issue one, the petitioner is
entitled
to
a
"zero
period"-Lawful
possession cannot be presumed merely
because the predecessor had possession
of the original undivided plot-Relying on
established precedents, the Court ruled
that CIC charges cannot be levied for a
mere
change
in
shareholding/management
where
the
legal entity of the company remains the
same-wirt petition allowed.(Para 18 to
30) (E-6)

Held
The Court set aside the Revisional Authority's
order-The authority was directed to refund the
Rs. 7.38 crores in CIC charges with 9% interest
per annum and provide a fresh calculation of
lease rent starting only from the date a new
possession certificate is issued.

Case law Cited
Central Warehousing Corporation Vs Adani Ports
Special Economic Zone Ltd. (APSEZL) & Ors,
M/s Ace Infracity Developers (P) Ltd. Vs State of
U.P. & Ors vide order dated 09.11.2023 in WritC No. 14964 of 2023, Allure Developers Pvt Ltd
Vs State of U.P. & 3 Ors (WRIT C No. 19361 of
2020), M/S Rudra Buildwell Projects Pvt. Ltd. Vs
State of U.P. Ors (Writ-C No. 31247 of 2022.),
Parmod Kumar & Anr. Vs Lt Governor of Delhi &
Ors W.P. (C) No. 6704-05/2004 vide its order
dated 03.12.2008, Flourish Hospitals Pvt. Ltd. Vs
Delhi
Development
Authority
in
WP(C)
15333/2022, International Hospital Pvt. Ltd Vs
State of U.P. & Anr. 2004(1) AWC 300-referred
to.
List of Acts
Income Tax Act,1961, Companies Act,2013

List of Keywords
Zero period, Change in Constitution (CIC)
Charges, Possession Certificate, Lease Rent
Arrears, Sub-division of Plot, Shareholding
Transfer

Case Arising From
Civil Jurisdiction- WRIT -C No. - 26271 of 2025

Vision Town Planners Pvt. Ltd. Vs. State
Of U.P. & 2 Others

From the Judgment and Order dated 19.12.2025
of the High Court of Judicature at Allahabad.

Appearances for Parties
Adv. for Petitioner:-
Tarun Agrawal
Advs.for Respondent:-
C.S.C.,
Kaushalendra
Nath
Singh,
Vineet
Pandey.

(Delivered by Hon'ble Prakash Padia, J.)

1. Heard Sri Tarun Agrawal, learned
counsel for the petitioner, Sri Kartikey
Saran,
learned
Additional
Advocate
General State of U.P. along with Sri Vijay
Shankar Prasad, learned Additional Chief
Standing Counsel appearing on behalf of
respondent no. 1 and Sri M.C. Chaturvedi,
learned Senior Counsel along with Sri
Vineet Pandey, learned counsel appearing
on behalf of respondent nos. 1, 2 and 3 at
length.

2. The petitioner has preferred the
present
petition
with
the
following
prayers:-

 i) Issue a writ, order or
direction in the nature of CERTIORARI
quashing the impugned order dated
17.10.2024 passed by the respondent no.
1 to the extent it refuses to set aside the
demand of Rs. 168.37-Crores towards
arrears of annual lease rent as well as
Rs. 7.38-Crores towards CIC charges
(Annexure No. 1);
984 INDIAN LAW REPORTS ALLAHABAD SERIES
 ii) Issue a writ, order or direction
in the nature of MANDAMUS commanding
the respondent authority to forthwith
restore the plot of the petitioner without
demanding
restoration
charges
in
accordance with GO dated 05.11.2019.

 iii) Issue a writ, order or direction
in
the
nature
of
MANDAMUS
commanding the respondent authority to
charge annual lease rent only from the date
of delivery of actual physical possession of
the plot together with the possession letter;

Facts in brief as contained in the
writ petition are that the predecessor in
interest of the petitioner namely M/s BPTP
International Trade Centre Limited was
allotted a commercial plot admeasuring
3.80 lakh sq. mt. in Sector 94, Noida. The
total premium of the aforesaid plot was Rs.
4,957,829-crores. M/s BPTP International
Trade Centre Limited paid Rs.1115.51/-
crores, and thereafter sought curtailment of
the area corresponding to the payment
already made by it. Accordingly. the
allotted area was reduced to 85,672.17 sq.
mt. corresponding to an allotment premium
of Rs. 1,115.51/-crores Since, this amount
had already been paid in full a lease deed
was executed between the respondent
authority and M/s BPTP Intemational
Trade Centre Limited on 09.02.2009. The
lease deed also provided yearly lease rent
equivalent to 2.5% of the total premium of
Rs 1,115.51-crores.

4. Thereafter, a request had been
made by M/s BPTP International Trade
Centre Limited to sub-divide the allotted
plot into two smaller plots and this request
was accepted by Noida vide letter dated
16.02.2010. The sub-division of plots was
permitted pursuant to the government order
dated 25.10.2009 and the decision of the
Board taken in its 166th Meeting dated
29.12.2009.
Certain
conditions
were
imposed while permitting subdivision of
plots. Condition no. 3 provides for separate
execution of a sublease deed and for
independently obtaining the possession
certificate.

5. Thereafter, no fresh lease deed
was executed and only correction deed was
executed between the respondent authority
and M/s BPTP International Trade Centre
Limited which had the effect of bifurcating
Plot no. 2 into two smaller plots, viz, Plot
no. 2A (admeasuring 28,328 sq. mt.) and
Plot no. 2B (admeasuring 57,344 sq. mt.).

6. M/s BPTP International Trade
Centre Limited moved application for
transfer of plot No. 2A (28,328 sq. mt.) to
the petitioner company. The respondent no.
2 granted permission by letter dated
22.2.2010 to transfer the plot No. 2A to the
petitioner. By virtue of the transfer deed
executed between M/s BPTP International
and
the
petitioner
company
dated
24.02.2010, Plot no. 2A admeasuring
28,328 sq. mt was transferred to the
petitioner on 24.02.2010 and registered
transfer deed was executed between the
petitioner and M/s BPTP International
Private Limited.

7. After transfer of Plot no. 2A on
24.02.2010, the entire management and
shareholding of the petitioner's-company
had been changed, as such, the petitioner
company applied for recording the changes
of management and shareholding. The
respondent no. 2 by letter dated 23.8.2010
demanded Rs.7,38,21,899.40 in pursuant to
office order no. 575 dated 05.05.2010. The
said amount was deposited by the petitioner
in 2010 itself with the respondent authority
which is admitted. When the petitioner
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
985
learnt that two Division Benches of this
Court had already held that levy of CIC
imposed by Noida is illegal the petitioner
sought refund of Rs. 7.38 crores deposited
by it.

8. The petitioner has also applied
for additional FAR. for which respondent
no. 2 by order/letter dated 23.3.2011
demanded
Rs.1,27,25,37,000/-
against
which the petitioner deposited Rs. 15
crores. The respondent no. 2 by order dated
31.3.2023, rejected the application of the
petitioner for purchase of additional FAR,
but the amount of Rs. 15 crores was not
refunded.

9.
Thereafter,
the
respondent
authority vide orders dated 02.11.2020 &
08.12.2020 cancelled the allotment of the
petitioner for non payment of lease rent of
Rs.1,68,370,018) (Rs.168.37 crores). The
petitioner claimed that he was entitied for
benefit of zero period on account of failure
of the respondent authority to give a
separate possession certificate to it and the
petitioner also sought adjustment of excess
amount of Rs.7.38 crores deposited towards
CIC charges, as also Rs 15 crores deposited
towards utilized additional FAR charges
with the respondent-authority.

10. The orders dated 2.11.2020 and
8.12.2020 wers challenged by the petitioner
before
the
Secretary,
Department
of
Infrastructure and Industrial Development.
Lucknow by filing revision.

11. The aforesaid orders dated
2.11.2020 and 8.12.2020 were partly set
aside by the Revisional Authority, vide
order dated 17.10.2024 by accepting the
claim for refund/adjustment of Rs. 15-crore
and the order cancelling the plot was also
set aside The revisional authority however
refused to grant the benefit of zero period
to the petitioner and also upheld the levy of
CIC charges. Aggrieved with the refusal of
the to grant the benefit of zero period to the
petitioner and CIC charges, the petitioner
has preferred the present writ petition.

12. The dispute in the present case
arising out of interpretation of Condition
No.3 imposed by Noida in its letter dated
16.02.2010 by which permission was
granted to sub division of the plot as well
as the question of legality of the demand of
Rs.7.38 crores levied by the respondent
authority towards change-in constitution
(hereinafter referred to as "CIC") of the
petitioner company in 2010.

13. It is argued by learned counsel
for the petitioner that the petitioner claims
zero period on the strength of the failure of
the respondent authority to issue a separate
possession letter/certificate to it. He placed
reliance upon the mandatory condition no.
3 imposed by the respondent authority
itself in its letter dated 16.02.2010. It is
admitted by the respondent authority that
no
such
separate
possession
letter/certificate
was
issued
to
the
petitioner.

14. So far as refund of Rs. 7.38
crores deposited towards CIC charges is
concerned, the submission of learned
counsel for the petitioner is that Division
Bench of this Court in Writ-C No. 7852 of
2009 (M/s International Recreation Parks
Pvt. Ltd. Vs. State of up & others) has held
that the demand of CIC charges for change
in management simplicitor is illegal. The
Court has further held that clarification of
the State Government dated 11.10.2010 and
notification dated 27.10.2010 Issued by the
Noida Development Authority will be
applicable retrospectively and no CIC
986 INDIAN LAW REPORTS ALLAHABAD SERIES
charges can be leveled on transfer of share
by the company and no permission of
respondent development authority was
required in cases, involving 100% transfer
of share.

15. However, the counsel for the
respondent-Development
Authority
has
contested the claim for zero period on the
ground that no such separate possession
letter/certificate was required to be issued
in view of the fact that the petitioner was
handed over peaceful possession by M/s
BPTP International Private Limited. The
authority has also submitted that it is not in
dispute that the petitioner in fact obtained
peaceful possession of Plot no. 2A thereby
obviating the need for a separate possession
letter. The authority has also questioned the
delay on the part of the petitioner to raise
the issue of zero period as no letter was
ever written by the petitioner seeking
separate possession letter/certificate. It was
only after the cancellation order was
passed, the petitioner cooked a story of
possession certificate to cover its own
default of non-payment of lease premium.

16. On the issue of CIC, the
respondent
authority
stated
that
the
petitioner
had
deposited
the
entire
demanded amount without any protest and
even though, with respect to CIC charges,
the petitioner did not seek refund or
adjustment at any point of time. The
petitioner had submitted its map for
construction of a building and had also
sought additional FAR for the same. The
petitioner had also deposited Rs.15-crore
towards additional FAR which clearly
shows that the petitioner was in actual
physical possession of the entire plot and
that they did not ever intend to question the
levy of CIC charges by the respondent
authority. It was too late in the day for the
petitioner to question the levy of CIC
charges and claim zero period having failed
to object at any point of time in the past.

17. Heard learned counsel for the
parties and pursed the record.

18. After perusing the record, the
Court is of the opinion that the questions to
be decided in the present petition are that:-

 (i) Whether the petitioner is
entitled for zero period for failure of the
authority to issue a separate possession
lefter/certificate
as
required
under
condition no 3 of the letter dated
16.02.2010.

 (ii) Whether the petitioner is
entitled to refund/adjustment of the CIC
charges to the tune of Rs. 7.38-crores.

19. Insofar as the first issue
regarding the entitlement of the petitioner
for zero period is concerned, learned
counsel for the petitioner placed reliance on
condition
no.3
appended
with
the
Noida/Commercial/
2010/187
dated
16.02.2010.
The
said
condition
is
reproduced herein under-

 (3) िोनों भूखण्डों का पृर्थक से साइट
प्लान, उप पट्टा धवलेख एवं कब्जा प्रमाण प्राप्त
करना होगा.

20. The aforesaid condition found
reiteration in the transfer deed dated
24.02.2010 executed between M/s BPTP
International Private Limited and the
petitioner. Therefore, it can be safely
concluded that the requirement of obtaining
a separate possession letter was mandatory
in order to enable the petitioner to reap the
benefits of transfer.
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
987
21. From perusal of paragraphs 15
& 21 of the impugned order it is clear that
while passing the letter dated 16.2.2010
(Annexure-7 to the writ petition), it was
clearly provided that separate site plan,
sub-lease deed and possession certificate
with regard to both the plots has to be
obtained
separately,
but
instead
of
execution of fresh lease deed, correction
deed was executed on 24.2.2010. The
respondent has not brought on record any
document to establish that fresh possession
certificate as contemplated in letter dated
16.2.2010 has been granted. By way of
supplementary
counter
affidavit,
the
respondent
brought
on
record
the
possession lefter dated 10.2.2009 and by
the said letter, the possession of 85672.17
square meters land of plot No. 2A, Sector
94 was handed over to M/s BPTP
International Trade Centre Limited. The
said plot was divided into two plots, i.e.
plot No. 2A, measuring 28,328.07 square
meters
and
plot
No.2B,
measuring
57,344.10 square meters in terms of 166th
Board Meeting, vide letter dated 16.2.2010
and as per condition No. 3 of letter dated
16.2.2010, a separate possession letter was
required, which has not been issued by the
development authority.

22. The respondent No.2 itself
stated that since the possession of plot no.2
has already been given to M/s, BPTP
international Trade Centre Pvt. Ltd, as
such, M/s Vision Town Planners Pvt. Ltd,
the petitioner, was supposed to take the
possession from M/s. BPTP International
Trade Centre Pvt. Ltd only. Since the
possession of plot no.2 as a whole has
already been handed over on 20.02.2009 to
M/S. BPTP International Trade Centre Pvt.
Ltd, there is no occasion for the NOIDA
authority to impose condition to give the
separate possession of both the plots while
granting the permission for sub-division of
plot separately. It is argued that once
condition has been imposed it was
mandatorily required to be complied with
by NOIDA Authority. As is evident from
the record that the possession of plot no.2A
have
not
been
given
separately
in
compliance of condition no.3 of subdivision permission dated 16.02.2010 either
to M/s. BPTP International Trade Centre
Pvt. Ltd. or M/s Vision Town Planners Pvt
Ltd. When possession of plot no.2A has not
been given to M/s BPTP International
Trade Centre Pvt. Ltd. the question of
handing over the possession of plot no 2A
to Vision Town Planners Pvt Ltd, never
arises. Learned counsel for the petitioner
placed reliance upon paragraph 14 of
judgement dated 11.07.2022 passed the
Hon'ble Apex Court in the case of Principal
Commissioner
of
Income
Tax-III.
Bangalore and another Versus M/s Wipro
Limited (Civil Appeal No.1449 of 2022)
which reads as follows:

 In view of the above discussion
and for the reasons stated above, we are of
the opinion that the High Court has
committed a grave error in observing and
holding that the requirement of furnishing
a declaration under Section 10B (8) of the
IT Act is mandatory, but the time limit
within which the declaration is to be filed is
not mandatory but is directory. The same is
erroneous
and
contrary
to
the
unambiguous
language
contained
in
Section 10B (8) of the IT Act. We hold that
for claiming the benefit under Section 10B
(8) of the IT Act, the twin conditions of
furnishing
a
declaration
before
the
assessing officer and that too before the
due date of filing the original return of
Income under section 139(1) are to be
satisfied and both are mandatarily to be
complied with: Accordingly, the question of
988 INDIAN LAW REPORTS ALLAHABAD SERIES
law is answered in favour of the Revenue
and against the assessee. The orders
passed by the High Court as well as ITAT
taking a contrary view are hereby set
aside and it is held that the assessee shall
not be entitled to the benefit under
Section 10B (8) of the IT Act on
noncompliance of the twin conditions as
provided under Section 10B (8) of the IT
Act,
as
observed
hereinabove.
The
present Appeal is accordingly Allowed.
However, in the facts and circumstances
of the case, there shall be no order as to
costs.

23. Hon'ble Suprerne Court in the
case of Central Warehousing Corporation
Versus Adani Ports Special Economic
Zone Limited (APSEZL) And Others held
that two limps of the government should
not speak in two voices. Paragraph Nos. 37,
45 and 52 reads as follows:-

 37. The said proposal was put up
for consideration before the BoD. The
BoD. in principle, accepted the said
proposal on the following conditions:

 "(i) M/s. APSEZ may provide a
suitable alternative land of the same size as
the existing one as selected by CWC
outside the SEZ area at Mundra Port.

 (ii) A godown of 66000 MT (as
per existing) may be created by M/s.
APSEZ as per the specification of CWC
within the period of twelve (12) months

 (iii) M/S. APSEZ shall take the
whole covered space so created along with
remaining open area at CWC's existing
public tariff with 6% annual escalation
(compoundable) warehousing basis for
entire period of lease i.e., till 16.2.2031,
underwriting the business and other risks
of the Corporation and shall sign an
agreement, giving suitable amount of bank
guarantee to this effect.

 45. The High Court, in effect,
forces the MD of the appellant- CWC,
which is a statutory body, to accept the first
two conditions and leave the 3rd condition
to be settled mutually through mediation.
The offer given by APSEZL on 9th March
2019 was a composite one so also the
acceptance thereof by the appellant- CWC
was a composite one. The acceptance of the
first two conditions was also dependent
upon the 3rd condition. If the High Court
was so concerned about settlement of the
dispute.
then,
while
compelling
the
appellant-CWC to accept the first two
conditions, it also ought to have compelled
APSEZL to accept the 3rd condition.

 45. We are of the considered view
that it does not augur well for the Union of
India to speak in two contradictory voices.
The two departments of the Union of India
cannot be permitted to take stands which
are diagonally opposite. We may gainfully
refer to the following observations made by
a three Judges Bench of this Court In the
case of Lloyd Electric and Engineering
Limited Vs. State of Himachal Pradesh and
Others.

 14. The State Government connot
speak in two voices. Once the Cabinet takes
a policy decision to extend its 2004
Industrial Policy in the matter of CST
concession to the eligible units beyond 313-2009,
up
to
31-3-2013,
and
the
Notification dated 29-3-2009, accordingly,
having been issued by the Department,
concerned viz. Department of Industries,
thereafter,
the
Excise
and
Taxation
Department cannot take a different stand.
What is given by the right hand cannot be
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
989
taken by the left hand. The Government
shall speak only in one voice. It has only
one policy. The departments are to
implement the government policy and not
their own policy.

 c. The Hon'ble Apex Court while
deciding the Appeal in Azam Jha Bahadur
(Dead) By His Legal Expenditure Tax
Officer, Hyderabad held that logic and
reason cannot be of much avail in
interpreting a taxing statute.

24. Allahabad High Court and
Delhi High Court in various cases has held
that when possession has not been given by
NOIDA, it is not authorized to realize the
lease rent handing over of possession. The
aforesaid, judgments reads as follows:-

 I. M/s Ace Infracity Developers
(P) Ltd. Vs. State of UP & Others vide
order dated 09.11.2023 in Writ-C No.
14964 of 2023 (para no. 12)

 12. Consequently, writ petition is
allowed.
The
demand
notice
dated
29.3.2023 placing demand for additional
compensation, instalment of lease premium
and annual lease rent is set aside.

 Respondents are directed not to
realize the lease premium amount as well
as the lease rent from the petitioner for the
period between 19.12.2014 to till date and
also adjust the due interest amount of the
said period. Respondent Authority is also
directed to consider the revised building
plan regarding Plot No. SC-02/G, Sector
150. Noida having an area of 60,000.54 sq.
mtrs in accordance with law considering
the observations made herein above.

 In paragraph 15 of the judgment
dated 23.05.2022 in the case of Allure
Developers Private Limited Vs. State Of U
P. And 3 Others (WRIT C No. 19361 of
2020), the same thing was again reiterated.
Paragraph 15 reads as follows:-

 15. Accordingly, the writ petition
stands allowed The order dated 11.2.2021
passed by the respondent No. 2 in relation to
Plot No.SC-02/C. Sports City, Sector 150,
Noida, Gautam Budh Nagar, U.P., is set
aside. The respondent No. 2 is directed to
grant benefit of zero period to the petitioner
from 19.4.2014 up to 21.8.2020 and not
charge the lease rent in respect of the area of
the plot, the possession of which has not been
handed over at the time of allotment.

 In paragraph 34 of the judgment
dated 16.11.2023 in the case of M/S Rudra
Buildwell Projects Pvt. Ltd. Vs. State of U.P.
& Others (Writ-C No.31247 of 2022), the
same thing was again reiterated. Paragraph 34
reads as follows:-

 34. Accordingly, the writ petition
stands allowed. The Order dated 30.07.2020
passed by the Respondent Authority in
relation to Plot No. GH-05A, Sector 16,
Greater Noida, is set aside. The Respondent
No. 2 is directed to grant benefit of zero
period to the petitioner from the date of
allotment till actual possession ie. April, 2023
and not charge the lease rent and interest
accruing thereon in respect of the area of the
plot, the possession of which has not been
handed over at the time of allotment.

 The Delhi High Court again in
case of Parmod Kumar & Anr. vs Lt.
Governor of Delhi & Ors. in W.P. (C)
No.6704-05/2004 vide its order dated
03.12.2008 held that

 6.
The
petitioner
cannot,
therefore, be subjected to any liability in
990 INDIAN LAW REPORTS ALLAHABAD SERIES
respect of the said plot which is yet to be
delivered to him, except to require him to
pay the balance price, which he has
already paid. The respondent cannot seek
to charge ground rent for the plot when, as
a matter of fact, the respondent was not in
a position to deliver possession of the plot
to the petitioner, and the possession has not
yet been delivered to the petitioner.

 8....... In the present case, though
the allotment can be said to have been
made at the time when the auction was held
in the year 2002 wherein the petitioner
emerged as the highest bidder, as a matter
of fact, on account of the aforesaid
circumstances, the petitioner has not been
placed in possession of the plot till today.
The reasons for this delay are attributable
to the respondent, and not to the petitioner.

 9. However, in a case where the
date of allotment is separated by a long
period from the date when the DDA is in a
position to deliver possession of the plot,
for reasons attributable to the DDA, the
liability to pay the ground rent cannot start
from the date of allotment, and must start
only from the date when the allottee is
placed in possession of the plot under a
conveyance.

 The Delhi High Court again in
case of Flourish Hospitals Pvt. Ltd. vs
Delhi Development Authority in WP(C)
15333/2022 decided on 28.02.2025 held
that:-

 38. In Vivekanand Pratisthan
Parishad (Regd) Vs. Delhi Development
Authority: 2000 SCC Online Del 897, the
formal possession was distinguished from
actual possession and it was held that
ground rent was rather payable from
'actual and not formal possession.
 44........ Therefore, the demand of
ground rent, before clarifying the actual
land
area
and
demarcation,
would
potentially amount to unjust enrichment,
especially when DDA, itself, is largely
responsible
for
generating
ambiguity
uncertainty.

 45. In view of the peculiar facts
and circumstances of the case, it will be in
the fitness of things if DDA is directed to
treat ground rent of Re I per annum until
14.06.2021. taking into account the fact
that the exact area of the land was
ascertainable only after preparation of the
modified layout plan, which could have
provided clarity about the exact boundaries
and dimensions of the plot.

 46. The ground rent @ of 2.5%
per annum on the premium of the plot
would
thus
be
leviable
only
w.e.f
15.06.2021"

 Delhi High Court in the case of
Vivekanand Pratisthan Parishad VS Delhi
Development Authority in AIR 2001 Delhi
104 dated 23.11.2000, para 7 which is
reproduced as under.-

 When the respondent itself has
written to the petitioner on 19-9-1990 that
till date they have not handed over the
possession, insertion of Clause (4) in the
lease-deed is highly improper and illegal
thereby stating that the petitioner is entitled
for payment of ground rent from 27-21989. One cannot lose sight of the fact that
for starting any activities or construction
over the land in question, no objection from
DDA was sine qua non. DDA having given
the same in the year 1995, cannot turn now
and say that the petitioner is liable to pay
ground rent from 1989. The building plans
can be sanctioned only after no objection is
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
991
granted and lease-deed is executed. The
building plans are valid for a specific
period and if construction is not raised,
then the building plans have to be
revalidated. In this case, if the date as
shown in Clause (4) of the draft lease-deed
is taken to be correct, then a great anomaly
will be created vis-a-vis the right of the
petitioner. The ground rent will be leviable
from
1989,
although
no
objection
certificate has been granted by the DDA
only on 26-9-1995 and lease-deed has not
been executed and only a copy of the draft
lease-deed was sent to the petitioner on 1010-1996. The respondent/DDA is directed
to execute fresh lease-deed taking the date
from the date of actual handing over of the
possession on 21-8-1995. After the leasedeed
is
executed
the
building
plan
submitted by the petitioner with the
respondent will be sanctioned by the
competent authority in accordance with
law within a period of six months. 8
Petition stands disposed of.

25. In view of the aforesaid fact
and law laid down by Apex Court as well
as this Court, it is clear that the respondent
development authority cannot take two
stands, i.e., (1) while granting permission
for sub-division asked for obtaining fresh
possession certificate and (2) say that the
possession which was delivered to M/s
BPTP International Trade Centre Limited
Prior to grant of permission of sub-division
of plot is sufficient compliance of condition
no. 3 of order dated 16.2.2010. In the entire
proceeding and document, the development
authority has not at all denied that the
condition no. 3 of order dated 16.2.2010
was not imposed or condition no. 3 of order
dated 16.2.2010 was complied by the
development authority. It is well settled law
that while executing any transfer deed, the
delivery of possession is mentioned and the
said delivery may be actual or symbolic.
The lease hold right of M/s BPTP
International Trade Centre Limited stand
transferred to the petitioner company and
symbolic possession of the leased land was
given by M/s BPTP International Trade
Centre Limited to the petitioner, but as per
the order dated 16.2.2010, independent
possession by way of possession certificate
of two divided plots was not handed over to
M/s BPTP International Trade Centre
Limited, as such, lawful possession of the
petitioner cannot be presumed over plot
No. 2A, Sector 94 Noida. As already held
by series of judgments of this Court, once
the lawful possession of divided plots ie.
plot No. 2A was not handed over either to
M/s BPTP International Trade Centre
Limited or the petitioner, the respondent
development authority is not entitled to
charge lease rent and the said period i.e.
from the date of execution of sub-lease
deed by M/s BPTP International Trade
Centre Limited to the petitioner is worthy
to be allowed, as zero period.

26. So far as CIC Charges is
concerned, the Division Bench of this
Court in case of International Hospital
Pvt. Ltd. Vs. State of U.P. and another,
reported in 2004(1) AWC 300 has held that
merely by change of share holding, the
status of the company is not changed, as the
company has its separate legal entity,
which is different from its shareholding.
The Court has held as under:

 7.
Unitech
Investments
Ltd.
having 49,99,970 shares was one of the
main promoters of the petitioner company.
It was a 100% subsidiary of Unitech
Holdings Ltd. It appears that a scheme for
amalgamation was filed u/s. 391 and 394 of
the Companies Act by Unitech Investments
Ltd. to merge it with it's holding company,
992 INDIAN LAW REPORTS ALLAHABAD SERIES
i.e., Unitech Holdings Ltd., before the
Delhi High Court being Company Petition
Nos. 162 of 2005 and 163 of 2005. The
Delhi High Court vide judgement and
order dated 25.7.2005 allowed merger of
Unitech
Investments
Ltd.
(100%
subsidiary) with Unitech Holdings Ltd.
(holding company of Unitech Investment
Ltd.). The relevant portion of the order of
the Delhi High Court dated 25.7.2005
reads as follows:-

 "This court doth hereby sanction
the scheme of amalgamation setforth in
Schedule I annexed hereto and doth hereby
declare the same to be binding on all the
shareholders
and
creditors
of
the
Transferor and Transferee Companies and
all concerned and doth approve the said
scheme of amalgamation with effect from
appointed date, i.e, 1-4-2004. ............

 That as on date, the entire share
capital of the transferor company is held by
the Transferee Company. Accordingly,
upon the transfer and merger of Transferor
Company under the scheme into transferee
Company, there would be no issue of equity
shares of Transferee Company to the
shareholder(s) of Transferor Company,
since the provisions of the Act do not
permit Transferee Company to hold its own
shares, upon the dissolution of Transferor
Company. Under the terms of this scheme,
all the shares held by Transferee Company
in
Transferor
Company
shall
stand
cancelled upon the scheme becoming
effective without any further act or deed."

 As a result of amalgamation of
Unitech Investments Ltd. with its holding
company, namely, Unitech Holdings Ltd.,
shares of the petitioner company in the hands
of Unitech Investments Ltd. came to be held
by Unitech Holdings Ltd. Accordingly,
Unitech Holdings Ltd. came to own
49,99,970 shares of the petitioner company
w.e.f. 1.4.2004, the appointed date under the
sanctioned scheme.

27. This Court further in Writ-C No.
7852 of 2009 (M/s International Recreation
Parks Pvt. Ltd. Vs. State of U.P. & others)
had followed the aforesaid judgment, which
was affirmed by dismissal of SLP No. 692 of
2005 dated 24.3.2006. The Division Bench of
this Court, relying upon counter affidavit
filed by Noida Development Authority and
the supplementary affidavit filed by the
petitioner in that case has held that the Noida
Developmet Authority had not been charging
CIC charges in similar other cases referred in
para 20 of the aforesaid judgment. The Court
has further held that the State Government
has issued only clarification on 11.10.2010,
which was further clarified by the Noida
Development
Authority
by
issuing
notification dated 27.10.2010. The Court has
held as under:

 20. Here it is pertinent to mention
that in supplementary counter affidavit filed
by NOIDA authority, it tried to set up a case
that the notification dated 27-10-2010 is
applicable only prospectively and therefore,
the petitioner company is not entitled to its
benefit. In order to prove that the aforesaid
stand of the NOIDA authority is apparently
false and that the NOIDA authority itself had
given benefit of the said notification to
various companies in whose favour lease
deeds were executed much before the
issuance of the said notification, petitioner
company had brought on record various
instances in this regard by filing second
supplementary affidavit. These instances are
as follows :-

 (a) In case of M/s. Raga Impex
Pvt. Ltd. allotment / lease deeds are dated
12 All. Vision Town Planners Pvt. Ltd. Vs. State of U.P. & Ors.
993
30-5-2005 and 2-6-2005 and 100% transfer
of shares in the said company was not
regarded as change in constitution by
Noida Authority.

 (b) In case of M/s. MKG
Creations Pvt. Ltd. allotment / lease deeds
are dated 9-10-2009 and 8-12-2009 and
100% transfer of shares in the said
company was not regarded as change in
constitution.

 (c) In case of M/s. Noida
Electrical and Moulding Pvt. Ltd. allotment
/ lease deeds are dated 22-8-2007 and 152-2007 and 100% transfer of shares in the
said company was not regarded as change
in constitution.

 (d) In case of M/s. Neelkanth
Industrial Consultants Pvt. Ltd. allotment /
lease deeds are dated 4-10-2006 and 2212-2006 and 100% transfer of shares in the
said company was not regarded as change
in constitution

 (f) In case of M/s. Sachdeva
Packaging Pvt. Ltd. allotment / lease deeds
are dated 24-6-2009 and 100% transfer of
shares in the said company was not
regarded as change in constitution.

 21. The assertion made in this
regard by the petitioner were not rebutted
by Noida Authority by filing any affidavit in
reply thereto. This also clearly proves that
even Noida had extended the benefit of the
notification dt. 27-10-2010 to the existing
leases. In view of it, the petitioner company
is also entitled to the benefit thereof.

 22.
Thus,
the
irresistible
conclusion is that petitioner company is not
liable to pay CIC charges and the demand
made in this regard vide impugned orders
dated 01-01-2009, 01-10-2007 and 30-112007 is wholly unwarranted.

28. This being the position the levy
of CIC charges on 23.08.2010, and
acceptance of its deposit on 05.10.2010 is
clearly unfair on the petitioner. The
authority ought to have refunded the
amount of Rs.7,38,21,900/-deposited by the
petitioner on 05.10.2010. Pertinently M/s
International Recreation Parks Private
Limited (Supra) only reiterated an earlier
Division Bench judgment of this Hon'ble
Court in CMWP No. 13556 of 2003, where
also the levy of CIC by Noida was held
illegal Thus, the respondent authority
clearly knew that it could not legitimately
levy CIC charges for transfer of shares
simplicitor. without any change in the form
and nature of the entity.

29. The authority has not been able
to provide any valid justification for
illegally
retaining
a
sum
of
Rs.7,38,21,900/-despite the levy of CIC
having been declared illegal by two
Division Benches of this Court. The action
of the respondent-authority is not only both
unfair and unreasonable but contemptuous
in nature. The petitioner is not only entitled
to refund of the entire principle amount of
Rs.7,38,21,900/-, but the same shall also
carry interest. It has been held in series of
judgment that the rate at which illegal
monies ought to be refunded shall be same
as the rate charged by such entity. The
petitioner is therefore, entitled to receive
Rs.7,38,21,900/- interest 9% per annum.

30. The present writ petition is
allowed. The order dated 17.10.2024
passed by the respondent No.1/Principal
Secretory (Industrial Development), U.P.
Lucknow, insofar as it affirm the demand
of Rs.168.37 crores towards arrear of
994 INDIAN LAW REPORTS ALLAHABAD SERIES
annual lease rent and with-holding of
refund of Rs.7.38 crores towards CIC charges
is set aside.