Registered office shift under an approved resolution plan upheld where pending appeal did not operate as a stay.

Rule 30(9) of the Companies (Incorporation) Rules, 2014 permits shifting of a registered office after a resolution plan under section 31 of the Insolvency and Bankruptcy Code, 2016, provided no appeal against the approved plan is pending and no inquiry, inspection or investigation is pending or initiated after approval. The Court accepted that a pending appeal did not, by itself, stay the approved resolution plan, and relied on the appellate tribunal's clarification that the shifting application could be considered in accordance with law. As no prejudice to the petitioners was shown, the order allowing transfer of the registered office from West Bengal to Maharashtra was held not to breach the proviso and the writ petition was dismissed.

---

---

Issues: Whether the order permitting shifting of the registered office from West Bengal to Maharashtra was contrary to the second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014 because appeals against the approved resolution plan were pending.

Analysis: Rule 30(9) permits shifting of the registered office where the management has been taken over under a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016, so long as no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection or investigation is pending or initiated after approval. The record showed that the appellate tribunal had clarified that the pending appeal did not by itself stay the approved resolution plan and had further directed that the application for shifting could be considered by the statutory authority in accordance with law. The Court also noted that mere filing of an appeal does not automatically stay the underlying order or preclude statutory compliance, and that no prejudice was shown to the petitioners from the change of registered office.

Conclusion: The impugned order was held not to violate the second proviso to Rule 30(9), and the writ petition was dismissed.

---