JUDGMENT : DEBANGSU BASAK, J. 1. The petitioners have challenged a reasoned Order dated July 31, 2014 passed by the Managing Director of West Bengal Industrial Development Corporation Limited to the effect that, the first petitioner is liable to pay 10% of the market value of the immovable property for the purpose of registering itself as a lessee of such immovable property with the first respondent. 2. Learned Advocate appearing for the petitioners has submitted that, the lease deed executed between the parties does not provide for the first respondent being entitled to 10% of the market value of the immovable property in the event of change of name of the lessee. He has referred to the various terms and conditions of the lease deed. According to him, on the contrary the lease deed requires the first respondent not to withhold permission for transfer. He has submitted that, the description of the lessee in the lease deed would include an assignee of the original lessee, particularly the entity arising out of a scheme of arrangement sanctioned by the High Court. The resulting entity of a sanctioned scheme of arrangement with the original lessee being a part of the scheme, would come within the purview of the definition of the lessee as obtaining in the deed of lease, by virtue of the deed of lease defining the lessee to include its assigns. The first petitioner is a product of a scheme of arrangement entered into between the legal entity emanating out of the original lessee and the other entity. According to the petitioner, the entire shareholding, as well as the Board of Directors, of the original lessee and that of the first petitioner, which emerged from the scheme of arrangement sanctioned by the High Court, is the same. Consequently, the decision of the first respondent, to impose such a condition for grant of permission to change the name of the lessee is arbitrary, without basis and should be set aside. The first petitioner is a product of a scheme of arrangement. The proceeding for granting a sanction of a scheme of arrangement is a proceeding in rem. As a landlord, the first respondent could have objected to the sanction of such scheme. It did not do so. It had allowed the sanction to be granted. The first petitioner is a product of a scheme of arrangement. The proceeding for granting a sanction of a scheme of arrangement is a proceeding in rem. As a landlord, the first respondent could have objected to the sanction of such scheme. It did not do so. It had allowed the sanction to be granted. It is no longer in a position to contend that, it will not abide the sanctioned scheme. The order of grant of sanction of the scheme of arrangement is binding upon the first respondent. The first respondent has to accept the same and to treat the first petitioner as a lessee of the first respondent. 3. Learned Advocate for the petitioners has relied upon All India Reporter 2004 Supreme Court 2206 (Bharat Petroleum Corporation Ltd. v. P. Kesavan & Anr.), All India Reporter 1970 Supreme Court page 1041 (M/s. J.K. (Bombay) Private Ltd. v. M/s. New Kaiser-I-Hind Spinning and Weaving Co. Ltd. & Ors.), 2004 Volume 3 Calcutta High Court Notes page 607 (Madhu Intra Ltd. & Anr. v. Registrar of Companies, W.B. & Ors.), a passage from Mulla’s on the Transfer of Property Act, 1882 and Section 2(d) and Section 5 of the Transfer of Property Act, 1882 in support of the contention that, the transfer of the immovable property from the original lessee to the first petitioner is by operation of law, and therefore, the provisions of the Transfer of Property Act, 1882 and the Indian Registration Act, 1908 are not applicable. Referring to the impugned order, learned Advocate for the petitioner has submitted that, the basis for imposition of 10% of quantum has not been discussed. The order violates Article 14 of the Constitution of India. 4. Learned Advocate appearing for the respondent has submitted that, a demerged entity is treated as a separate assessee under the provisions of Section 2(19AA) of the Income Tax Act, 1961. A demerged entity is a separate legal entity according to him. It is a separate and distinct entity than that of the original lessee, notwithstanding the shareholders and directors being the same. A demerged entity is a separate legal entity according to him. It is a separate and distinct entity than that of the original lessee, notwithstanding the shareholders and directors being the same. In support of the contention that, the transfer of lease from the original lessees to the first petitioner through the scheme of arrangement is not binding upon the first respondent and that, such transfer amounts to subletting, learned Advocate for the respondents has relied upon All India Reporter 1986 Supreme Court page 1218 (General Radio & Appliances Co. Ltd. & Ors. v. M.A. Khader), All India Reporter 2007 Supreme Court page 1875 (Peerless General Finance and Investment Company Ltd. v. Poddar Projects Ltd. & Anr.), 2004 Volume 7 Supreme Court Cases page 1 (Singer India Ltd. v. Chander Mohan Chadha & Ors.) All India Reporter 2004 Supreme Court page 326 (Hindustan Lever & Anr. v. State of Maharashtra & Anr.) and 2006 Volume 4 Calcutta High Court Notes page 1 (Bhagwati Prasad Khaitan & Ors. v. Turner Morrison & Company). 5. In reply learned Advocate for the petitioner has contended that, the ratio of General Radio & Appliances Co. Ltd. (supra) and Singer India Ltd. (supra) are not attracted to the facts of the present case as the transfer has taken place by operation of law. There is a distinction between a scheme of arrangement and a scheme of amalgamation. 6. The disputes between the parties revolve around the deed of lease dated September 5, 2006. The first respondent had entered into a deed of lease dated September 5, 2006 with G&A Metals (P) Limited. The first respondent had granted 99 years lease in respect of a plot of land measuring about 11.06 acres situated at Barjora, District Bankura. 7. It appears that, G&A Metals (P) Limited had set up an industrial unit on such land. The petitioners have claimed that G&A Metals (P) Limited had two divisions, namely, a Steel Division located at Jamuria and other being a M.S. Ingot Division located at the subject plot of land. G&A Metals (P) Limited was converted to a public limited company and a fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal consequent upon the change of name on conversion to public limited company on July 13, 2009. G&A Metals (P) Limited was converted to a public limited company and a fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal consequent upon the change of name on conversion to public limited company on July 13, 2009. G&A Metals (P) Limited, therefore, became known as G&A Metals (P) Limited It was renamed as Maan Steel & Power Limited on August 4, 2009. A fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies on August 4, 2009. By a letter dated August 11, 2009 Maan Steel & Power Limited requested the first respondent to accept Maan Steel & Power Limited as the lessee in respect of the subject land. The first respondent did not respond thereto. The persons in management and control of the first petitioner had acquired one Padmavati Gems and Jewelers (P) Limited by purchasing 100% share of the company. Subsequently, the name of Padmavati Gems and Jewelers (P) Limited was changed to Maan Concast Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal on July 27, 2009. Maan Steel & Power Limited had decided to demerge its two Divisions through a scheme of arrangement. Under the scheme of arrangement, Maan Steel & Power Limited continued with the Steel Division located at Jamuria. The M.S. Ingot Division located at the subject plots was demerged to and vested with Maan Concast Private Limited. 8. As narrated above, the legal entity to which the first respondent had granted the lease, in respect of the subject plots, does not exist in the manner and form as on the date of execution of the deed of lease, on the date of presentation of the writ petition. Such legal entity does not exist till date. The legal entity of the lessee has undergone a change. The first petitioner traces its rights to the immovable property demised under the deed of lease through the original lessee. The property covered under the deed of lease has travelled from the original lessee to different entities and ultimately to the first petitioner. Each of the entities, subsequent to the original lessee, are separate and distinct legal entities than that of the original lessee. The petitioners have claimed that, the original lessee can assign its rights under the original lease in favor of such legal entities. Each of the entities, subsequent to the original lessee, are separate and distinct legal entities than that of the original lessee. The petitioners have claimed that, the original lessee can assign its rights under the original lease in favor of such legal entities. Essentially such legal entities are one and the same as that of the original lessee, if the corporate veil is lifted. In any event, the lease deed permits assignment, and the first respondent is obliged to grant permission to the assignment and accept the first petitioner as the lessee in place and stead of the original lessee. The relevant clauses of the deed of lease in the context of the present disputes are as follows:- “2. (vii) Not to assign its leasehold interest or part with the possession of the demised land without the consent in writing first had and obtained from WBIDC, but such consent shall not be unreasonably withheld.” “4. (iii) ………………….In case of any breach of defaults committed by the LESSEE on the terms, conditions and covenants of this lease, communication of the said breach/defaults will be made to the LESSEE and copies of the same shall be endorsed to all the Financial Intuitions/Recognised Mutual Funds/Banks/Trustees and reasonable opportunity may be given to the lessee or Financial Intuitions/Recognised Mutual Funds/Banks/Trustees enforcing their rights as the Mortgagee as stated in clause (ii) above the LESSOR will recognize the assignee subject to the same terms and conditions contained in this lease deed if only the assignee shall agree to pay enhance land premium and annual rent, dues against original LESSEE and other charges, if due, at the prevailing time and finalize and execute amendment to the lease deed to the extent.” 9. The deed of lease describes the original lessee as a legal entity which would deem to include its successors and assigns unless repugnant to the context. Clause (vii) of the lease deed prohibits assignment without prior written consent of the first respondent. The description of the original lessee to include its assigns in the lease deed would necessarily exclude any assignee of the original lessee, when the original lessee has acted in breach of Clause (vii). 10. The meaning of the word “assigns” as appearing in Mitra’s Legal and Commercial Dictionary, 5th Edition has been relied upon by the petitioner. The description of the original lessee to include its assigns in the lease deed would necessarily exclude any assignee of the original lessee, when the original lessee has acted in breach of Clause (vii). 10. The meaning of the word “assigns” as appearing in Mitra’s Legal and Commercial Dictionary, 5th Edition has been relied upon by the petitioner. According to the dictionary “assigns” means all those who take from the assignor, whether by conveyance, devise, descent or act of law. In the present case, it has been contended on behalf of the petitioners that, the scheme of arrangement sanctioned by the Court is an act of law. Bharat Petroleum Corporation Ltd. (supra) has considered the provisions of Section 107 of the Transfer of Property Act, 1882 in relation to the provisions of the Burmah Shell (Acquisition of Undertakings in India) Act, 1976. It has held that, the Transfer of Property Act, 1882 applies only to transfer by act of parties. A transfer by operation of law is not validated or invalidated by anything contained in the Transfer of Property Act, 1882. A transfer which takes place by operation of law, therefore, need not meet the requirement of the provisions of the Transfer of Property Act, 1882 or the Indian Registration Act, 1908. J.K. (Bombay) Private Ltd. (supra) has held that, a scheme under Sections 391 and 392 of the Companies Act, 1956 framed by the Court in respect of a company, to pay of its creditors, would be binding upon the creditors and the shareholders of such company. It has held that, a scheme sanctioned by the Court does not operate as a mere agreement between the parties. It becomes binding on the company, creditors and the shareholders and has statutory force. Madhu Intra Ltd. & Anr. (supra) is a Division Bench judgment of this Hon’ble Court where the provisions of the Companies Act, 1956 relating to sanction of a scheme of arrangement and amalgamation vis-à-vis the Transfer of Property Act, 1882 and the Indian Stamp Act, 1899 were considered. It has held that, a transfer of an immovable property happening consequent upon a scheme being sanctioned by a Court under Sections 391 to 394 of the Companies Act, 1956 need not be registered and that, stamp duty payable for registration are not attracted. Hindustan Lever & Anr. It has held that, a transfer of an immovable property happening consequent upon a scheme being sanctioned by a Court under Sections 391 to 394 of the Companies Act, 1956 need not be registered and that, stamp duty payable for registration are not attracted. Hindustan Lever & Anr. (supra) is, however, a Supreme Court judgment holding that, basis of a scheme of amalgamation is a compromise arrived at between two companies. Such scheme may contemplate transfer of immovable properties from one legal entity to the other. The scheme is a document of transfer. The scheme sanctioned by the Court is an instrument within the meaning of Section 2(i) of the Bombay Stamp Act, 1958. Such a document is, therefore, required to be registered and stamp duty payable thereon. 11. A scheme of amalgamation or arrangement documents the compromise arrived at between the parties to the scheme inter vivos. A scheme may be between two or more companies. It may also be between a company and its shareholders or creditors. A proceeding for sanction of a scheme relating to a company under the Companies Act, 1956 is a proceeding in rem. A sanctioned scheme binds the company, its shareholders, creditors and all concerned in the affairs of the company. There is an exception to the scheme being binding on all concerned in the affairs of the company as noted in General Radio Appliances Co. Limited (supra) and Singer India Limited (supra). A sanctioned scheme does not override the Rent laws. A landlord of the company has been held not to be bound by the sanctioned scheme. General Radio Appliances Co. Limited (supra) and Singer India Limited (supra) have held that, the transferee company of a sanctioned scheme of amalgamation cannot claim that, the tenancy of the transferor company stands legally vested with it by virtue of the sanctioned scheme and that, such transfer and vesting is binding on the landlord. The consent of the landlord is mandatory for the transfer to become binding on the landlord. 12. In the facts of the present case, the ratio of the Bharat Petroleum Corporation Limited (supra) does not assist the petitioners. M/s. J.K. (Bombay) Private Limited (supra) and Madhu Intra Limited (supra) have to be read in the context of Hindustan Lever & Anr. (supra) . 13. 12. In the facts of the present case, the ratio of the Bharat Petroleum Corporation Limited (supra) does not assist the petitioners. M/s. J.K. (Bombay) Private Limited (supra) and Madhu Intra Limited (supra) have to be read in the context of Hindustan Lever & Anr. (supra) . 13. The transfer and vesting of the rights of the lessee in respect of the deed of lease in favour of the first petitioner is not binding upon the first respondent as the lessor. The first respondent by the impugned writing has demanded 10% of the market value to recognize the first petitioner as its lessee. Such a demand is in the contractual field. It is open to the first respondent to demand a consideration for the purpose of recognizing an entity as its lessee, in the given facts of the present case. It is not for a Writ court to question or substitute its wisdom with that of a lessor acting in the contractual field, unless it is substantiated that, the lessor being an authority within the meaning of Article 12 of the Constitution of India has acted arbitrarily. In the present case, the demand per se cannot be said to be arbitrary. No right flows to the first petitioner through the sanctioned scheme of arrangement to enforce against the lessor, the first respondent herein. Essentially, the first petitioner and the first respondent are negotiating to enter into a new contract of lease between themselves through the correspondence exchanged. The Writ Court need not intervene in such disputes although one of the parties is an authority under Article 12 of the Constitution of India. The impugned reasoned Order dated July 31, 2014, therefore, cannot be said to suffer from any infirmity warranting an interference under Article 226 of the Constitution of India. W.P. No. 397 of 2015 is dismissed. No order as to costs.