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 exercisable despite pendency of appeals absent a stay against the plan, and the appellate body's clarification left the administrative decision making power intact. The executive decision imposed conditional compliance, preservation of insolvency rights, and submission to any appellate directions. On that basis the transfer authorisation was held not to contravene the proviso governing shifts after plan approval, and the challenge to the relocation order was dismissed.

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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.

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