JUDGMENT : Arijit Banerjee, J. 1. The appellants (writ petitioners before the Learned Single Judge) requested the West Bengal Industrial Development Corporation Ltd. (the respondent No. 1 and in short 'the Corporation') to register Module No. C-102 along with parking space at Garment Park, Beliaghata, Kolkata, in the name of the appellant No. 1 (in short 'Allenby'). By a letter dated 30 September, 2015 the Corporation raised a demand of Rs. 30.34 lakhs as transfer fee for registration of the said Module in the name of Allenby. The appellants challenged the said letter of demand before the Learned Single Judge by filing WP 207 (W) of 2016. By a judgment and order dated 10 February, 2016 the learned Single Judge dismissed the writ petition. Being aggrieved the appellants are before us. The undisputed facts of the case are as follows. With a view to promoting garment trade, the Corporation undertook a project called Garment Park Phase 1 at Beliaghata, Kolkata. It invited applications from interested parties for allotment of commercial space and car parking space in the said project. A company by the name of True Tone Distributors Pvt. Ltd. (in short True Tone') applied. 2. By a letter dated April 17/18, 2006, the Corporation allotted Module No. C-102 with super built up area of 206 sq. mtrs. in favour of True Tone in the Standard Design Factory Building of Garment Park. 3. Subsequently, the name of True Tone was changed to Eastern Metalik Forgings Pvt. Ltd. (in short 'Eastern Metalik') with effect from 1 August, 2006 following the provisions of Sec. 23 of the Companies Act, 1956. A possession certificate dated 11 September, 2008 was issued by the Corporation in favour of Eastern Metalik and the said company was given physical possession of the said module. 4. Eastern Metalik filed an application for its de-merger under the provisions of secs. 391 and 394 of the Companies Act, 1956, in this court being Company Petition No. 295 of 2014. The scheme of de-merger was sanctioned by this Court by an order dated 8 May, 2014 by reason whereof the garment division of Eastern Metalik stood transferred to and vested in Allenby. 5. 391 and 394 of the Companies Act, 1956, in this court being Company Petition No. 295 of 2014. The scheme of de-merger was sanctioned by this Court by an order dated 8 May, 2014 by reason whereof the garment division of Eastern Metalik stood transferred to and vested in Allenby. 5. Allenby wrote a letter dated 11 December, 2014 to the Managing Director of the Corporation recording the factum of de-merger of Eastern Metalik and vesting of the garment division of Eastern Metalik in Allenby and requesting for effecting registration of the said module in favour of Allenby. By a letter dated 30 September, 2015 the Executive Director of the Corporation informed Eastern Metalik that the Corporation had decided to register the said module along with car parking space in the name of Allenby subject to payment of Rs. 30.34 lakhs as transfer fee to the Corporation. 6. Appearing for the appellants Mr. Biswaroop Bhattacharya, learned Counsel submitted that the demand for transfer fee raised by the Corporation is illegal and arbitrary. He submitted that the total price of Rs. 36,70,000/- of the allotted module has been paid to the Corporation. No lease-deed has yet been executed by the Corporation either in favour of Eastern Metalik or Allenby. At the highest, the Corporation may be entitled to charge 5% of the initial sub-lease premium or consideration for transfer shown in the transfer document, whichever is higher for registering the sub-lease in favour of Allenby. In this connection learned Counsel referred to Clause 18 of the General Terms and Conditions appended to the application kit, which reads as follows:- "18. In the event the sub-lessee wishes to transfer or assign the sub-lease, WBIDC will at its option may accord consent for such transfer or assignment provided transfer processing fee of 5% of the initial sub-lease premium or consideration for transfer shown in the transfer document, whichever is higher, is paid to WBIDC. Transfer of Ownership/Shareholding in case of a body corporate will be considered as transfer of sub-lease." 7. Learned Counsel submitted that under the scheme of de-merger benefits of all contracts to which Eastern Metalik was a party stood transferred to and vested in Allenby. Transfer of Ownership/Shareholding in case of a body corporate will be considered as transfer of sub-lease." 7. Learned Counsel submitted that under the scheme of de-merger benefits of all contracts to which Eastern Metalik was a party stood transferred to and vested in Allenby. Hence, the sub-lease in respect of the said Module should be executed and registered in favour of Allenby without demanding any additional sum and in any event nothing more than what is permitted under Clause 18 of the General Terms and Conditions appended to the application kit. 8. Appearing for the Corporation Mr. Ayan Banerjee, learned Counsel submitted that in the application form submitted by True Tone being the predecessor-in-interest of Allenby, a declaration was signed on behalf of the applicant, inter alia, to the following effect:- "I/We also declare that I/We have read and understood the terms and conditions of sale/lease and other information/conditions stated in the information Brochure, General Terms and Conditions including Statement of area and number of modules offered and price and payment schedules. I/We do hereby solemnly accept and agree to abide by them, and as also others as may be prescribed by WBIDC in the future. I/We further agree to sign and execute the necessary documents/agreement as and when desired by WBIDC." He submitted that the above declaration is binding on Allenby and it cannot make a grievance regarding the demand for transfer fee. 9. Mr. Banerjee submitted that the present policy of the Corporation is to charge transfer fee at the rate of 10% of the present market value of the allotted space and in this connection he referred to the extracts of minutes of the 325th meeting of the Board of Directors of the Corporation held on 22 August, 2015 recording the decision of the Directors to execute sub-lease deed in favour of Allenby and to charge fees at the rate of 10% of the going market price for 'such de-merger as' per existing norms'. 10. Mr. Banerjee also referred to the Corporation's standard form of sub-lease deed and in particular clause 13 thereof which provides for the circumstances in which the sub-lease may be terminated/cancelled. 10. Mr. Banerjee also referred to the Corporation's standard form of sub-lease deed and in particular clause 13 thereof which provides for the circumstances in which the sub-lease may be terminated/cancelled. Clauses 13.4 and 13.5 of the standard form of sub-lease deed read as follows:- "13.4 Failure/Delay In Starting of Business: If the Lessee fails to start its business/commercial operation from the Demised Land within 3 (three) years from the date of possession, the Lessor shall give a notice in writing to the Lessee to start such operation within the Cure Period of 30 (thirty) days, failing which, after giving 15 (fifteen) days notice in writing, the Lessor shall cancel the lease with 15 days notice and forfeit 10% (ten percent) of Lease Premium paid by the Lessee and the balance premium will be refunded, and the Lessee shall deliver peaceful vacant possession of the Demised Land free from all encumbrances together with all improvements, if any, done thereto without prejudice to any other rights of the Lessor entitled in law, and/or 13.5 Non Utilisation of the Leasehold Land: If the Lessee fails to utilise any portion of the Demised Land within a period of three years (3 years) from the Effective Date and if the Lessee cannot satisfy the Lessor of any immediate plans for utilization of the said unutilized land then the Lessor shall serve a notice in writing calling upon the Lessee to cure the defect within 30 (thirty) days from the date of notice, and the lease shall be terminated with 15 days notice and the Lessor shall exercise the right of re-entry upon such termination into the Demised, and the Lessee shall deliver peaceful vacant possession of the Demised Land free from all encumbrance together with all improvements, if any, done thereto without prejudice to any other rights of the Lessor entitled in law, and/or" Mr. Banerjee submitted that the Corporation could have cancelled the allotment made in favour of the Eastern Metalik for breach of the aforesaid Clauses but did not do so by way of good gesture. However, if registration of the lease deed is asked for in the name of Allenby, it will be a case of transfer of allotment attracting the transfer fee demanded by the Corporation as per the policy of the Corporation. Court's View 11. We have considered the rival contentions of the parties. However, if registration of the lease deed is asked for in the name of Allenby, it will be a case of transfer of allotment attracting the transfer fee demanded by the Corporation as per the policy of the Corporation. Court's View 11. We have considered the rival contentions of the parties. It is not in dispute that Allenby is in physical possession of the Module in question. However, no deed of sub-lease (the Corporation being the lessee under the State of West Bengal) has been executed by the Corporation in favour of Eastern Metalik or Allenby. Hence, according to us, neither Eastern Metalik nor Allenby can be presently said to be a sub-lessee in respect of the said Module. Clause 18 of the General Terms and Conditions appended to the application kit contemplates transfer or assignment of the sub-lease by the sub-lessee. Hence, this Clause will not apply to the facts of the present case. 12. In any event, the transfer processing fee of 5% of the initial sublease premium would be applicable where the transfer of the sublease is made with prior permission of the Corporation. In the present case, admittedly no prior consent was taken by Eastern Metalik before going through the process of de-merger and transferring its garment division to Allenby. No prior permission of the Corporation was asked for or obtained before putting Allenby in physical possession of the Module in question. The scheme of de-merger is not binding on the Corporation. Hence, in our opinion, Allenby cannot get the benefit of Clause 18 of the General Terms and Conditions appended to the application kit which has been extracted above. 13. Allotment does not give any indefeasible right to have a lease/sub-lease executed in favour of the allottee. The allotment of the Module was in favour of Eastern Metalik (previously known as True Tone). Allenby was not the allottee. Eastern Metalik and Allenby are two different legal entities. If Allenby insists on execution and registration of the sub-lease in its favour, it will surely be a case of transfer of allotment from one corporate entity to another, attracting transfer charges. The Corporation in its wisdom has fixed such charges at 10 per cent of the present market value of the Module in question. It is a policy decision of the Corporation. The Corporation in its wisdom has fixed such charges at 10 per cent of the present market value of the Module in question. It is a policy decision of the Corporation. We are not called upon to nor should we sit in judgment over such policy decision. It does not appear to us that the transfer fee demanded by the Corporation is unreasonable or completely arbitrary. 14. Although Allenby might have stepped into the shoes of Eastern Metalik in so far as the garment division of Eastern Metalik is concerned by reason of de-merger, the fact remains that Eastern Metalik and Allenby are two separate legal entities. In M/s. General Radio & Appliances Co. Ltd. v. M.A. Khader (dead) by L.Rs., AIR 1986 SC 1218 , the appellant No. 1 was a tenant under the respondent in respect of the premises in question. The tenancy agreement contained a clause prohibiting the tenant from subletting the premises or any portion thereof to anyone without the written consent of the landlord. The Bombay High Court sanctioned a scheme of amalgamation under sec. 394 of the Companies Act, 1956 by virtue whereof the appellant No. 1 stood merged with the appellant No. 2 company. Under the scheme of amalgamation, the undertaking and all the property, rights, powers of every description including all leases and tenancy rights of the appellant No. 1 stood transferred and vested in the appellant No. 2. The landlord filed a suit for eviction and recovery of possession of the premises in question, inter alia, on the ground of unlawful subletting/transfer of tenancy. The matter have been carried to the Hon'ble Apex Court, it was held that the appellant No. 1 had lost its independent identity having stood amalgamated with the appellant No. 2 and this amounted to transfer of tenancy to the appellant No. 2 which was a separate legal entity, without the consent of the landlord. The decree of eviction passed by the High Court was upheld. Drawing an analogy from the aforesaid decision we are of the firm opinion that execution of sub-lease in favour of Allenby will be a case of transfer of the allotment of the Module that had been made in favour of Eastern Metalik. The Corporation has framed a policy of charging transfer fees. Drawing an analogy from the aforesaid decision we are of the firm opinion that execution of sub-lease in favour of Allenby will be a case of transfer of the allotment of the Module that had been made in favour of Eastern Metalik. The Corporation has framed a policy of charging transfer fees. At the time of allotment of the Module a declaration was given on behalf of True Tone (subsequently renamed as Eastern Metalik) that it would accept and agree to abide by all terms and conditions as may be prescribed by the Corporation in future. Allenby is claiming its right to have a sub-lease executed in its favour on the basis of having stepped into the shoes of Eastern Metalik by reason of the de-merger. Hence, such declaration would be binding on Allenby and the condition imposed by the Corporation regarding payment of transfer fee is also binding on Allenby. For the reasons aforestated, we do not see any infirmity in the judgment and order of the learned Single Judge warranting interference. MAT No. 597 of 2016 and CAN No. 3730 of 2016 are accordingly dismissed without, however, any order as to costs. Urgent certified photocopy of this judgment and order, if applied for, be given to the parties upon compliance of necessary formalities. Jyotirmay Bhattacharya, J. - I agree.