2026 (3) TMI 300 - HC - Companies Law

Shifting Registered Office permitted where approved resolution plan stands and no stay exists; conditional approval upheld.

The legality of shifting a company's registered office where a resolution plan has been approved was upheld: the authority to permit relocation remains ... Shifting of registered office - Legality of the Regional Director's order permitting shifting of the corporate debtor's registered office from West Bengal to Maharashtra in the face of pending appeals against the approved resolution plan - interplay between Rule 30(9)'s second proviso (which permits shifting where a resolution plan has been approved and no appeal against the plan is pending) - application of second proviso of sub rule (9) of Rule 30. Shifting of registered office - HELD THAT:- As per the case made out by the petitioner had pre-CIRP dues against the Corporate Debtor to the tune of Rs. 4,14,97,803/- and during the CIRP period, the petitioners have raised invoices aggregating to Rs. 13,45,13,193/-. The application of the petitioners was disposed of by the Tribunal on 14th August, 2025 for payment of Rs. 74,01,353/-. Interest under Section 16 of the MSMED Act, 2006, was not granted to the petitioners and the petitioners have preferred an appeal against the said order. In the appeal, the petitioners have prayed for setting aside the order dated 14th August, 2025, only to the limited extent that no amounts towards interest has been directed to be paid by the Adjudicating Authority. As per the relief in the appeal against the order dated 14th August, 2025, is only for grant of interest. The petitioners have not made out any case how the petitioners would be prejudiced if shifting of the address of the company is allowed. It is settled law that mere filing of an appeal does not result in staying the impugned order or the proceeding. A specific order of stay is required to be obtained from the Appellate Court but in the present case though the petitioners have preferred an appeal but no order of stay is obtained. On the other hand, the Appellate Tribunal by an order dated 2nd September, 2025, clarified that by issuance of notice, the Appellate Tribunal has not directed for stay of the impugned order dated 14th August, 2025. Further by an order dated 26th November, 2025, clarified that pendency of the appeal shall be no ground for noncompliance of any statutory requirements of the company. Applying these determinative facts, the court concluded that the Regional Director's action was within the scope of Rule 30(9) as interpreted and directed by the Appellate Tribunal and was not barred merely by the pendency of appeals. [Paras 31, 32, 33, 34, 35] Final Conclusion: The High Court dismissed the petition, holding that the Regional Director lawfully considered and allowed the application for shifting the registered office in accordance with the Appellate Tribunal's direction and that mere pendency of appeals did not, without a stay, bar such consideration. Issues: (i) Whether the order dated 4th February, 2026 passed by the Regional Director allowing shifting of the registered office from West Bengal to Maharashtra is in violation of the second proviso to sub-rule (9) of Rule 30 of the Companies (Incorporation) Rules, 2014.Analysis: The question pertains to the interplay between Rule 30(9)'s second proviso (which permits shifting where a resolution plan has been approved and no appeal against the plan is pending) and the factual matrix where appeals against the resolution plan were pending before the Appellate Tribunal. The Appellate Tribunal by order dated 22nd December, 2025 clarified that the pending application for shifting of registered office may be considered by the Regional Director in accordance with law and that no order in the appeal affected the Regional Director's jurisdiction to decide the application. There was no stay obtained by the appellants against the approval of the resolution plan; earlier clarificatory orders had stated that issuance of notice does not itself operate as a stay and that pendency of appeals is not a ground for non-compliance with statutory company requirements. The Regional Director thereafter considered the application and imposed conditions while allowing the shift, including requirement to place the order before the Appellate Tribunal and to comply with any directions of that Tribunal, and preservation of rights under the Insolvency and Bankruptcy Code and other orders.Conclusion: The impugned order dated 4th February, 2026 is not in violation of the second proviso to sub-rule (9) of Rule 30 of the Companies (Incorporation) Rules, 2014; the writ petition challenging that order is dismissed.