Strict compliance with Companies Rules bars registered office shift while resolution plan appeals remain pending.

The second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014 was construed as an independent embargo on shifting a company's registered office where management had been taken over under an approved resolution plan and appeals against that plan were still pending. The Regional Director could not rely on section 238 of the Insolvency and Bankruptcy Code, 2016 to bypass the statutory restriction, because permission under section 13(4) of the Companies Act, 2013 had to comply strictly with the Companies Act and Rules. The court also treated noticees who had objected before the Regional Director as aggrieved parties with locus to invoke Article 226.

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Issues: (i) Whether the second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014 barred shifting of the registered office of a company when appeals against the approved resolution plan were pending; (ii) whether the appellants had locus to challenge the order of the Regional Director under Article 226 of the Constitution of India.

Issue (i): Whether the second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014 barred shifting of the registered office of a company when appeals against the approved resolution plan were pending.

Analysis: Section 13(4) of the Companies Act, 2013 governs alteration of the memorandum relating to shifting of the registered office from one State to another, while Rule 30 of the Companies (Incorporation) Rules, 2014 prescribes the procedure for such alteration. The second proviso to Rule 30(9), inserted in 2023, was held to be a distinct restriction applicable where management has been taken over under an approved resolution plan. The proviso was construed strictly, and the pendency of any appeal against the resolution plan was treated as an independent bar to permission for shifting. The Court held that the Regional Director could not override that restriction by invoking the overriding effect of Section 238 of the Insolvency and Bankruptcy Code, 2016, because the issue before him was only compliance with the Companies Act, 2013 and the Rules framed thereunder.

Conclusion: The second proviso barred the shifting while appeals against the resolution plan remained pending, and the Regional Director acted beyond jurisdiction in allowing the shift.

Issue (ii): Whether the appellants had locus to challenge the order of the Regional Director under Article 226 of the Constitution of India.

Analysis: The appellants were noticees in the proceeding before the Regional Director and had raised objections to the proposed shifting. They were also appellants before the appellate insolvency forum in proceedings arising out of the resolution plan. Since the order directly affected their objections in a statutory proceeding under Section 13(4) of the Companies Act, 2013, they were treated as aggrieved parties. The availability of proceedings under the Insolvency and Bankruptcy Code, 2016 did not take away the writ court's jurisdiction where the impugned order was alleged to be ultra vires and in excess of statutory power.

Conclusion: The appellants had locus to maintain the writ petition.

Final Conclusion: The impugned orders were set aside, and the application for shifting of the registered office was directed to remain in abeyance until the statutory embargo ceased to operate.

Ratio Decidendi: A statutory authority exercising power under Section 13(4) of the Companies Act, 2013 must comply strictly with the second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014, and pendency of an appeal against the approved resolution plan operates as an embargo on shifting the registered office notwithstanding the approval of the resolution plan.

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