TaxTMI 
TaxTMI 
TaxTMI 
2026 (3) TMI 300
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....e order passed by the Regional Director, Eastern Region, Ministry of Corporate Affairs dated 4th February, 2026, wherein shifting of Registered Office of the respondent no. 5 from the State of West Bengal to the State of Maharashtra is allowed. 2. The respondent no. 4 is the successful resolution applicant whose resolution plan for the Corporate Debtor was approved by the Learned National Company Law Tribunal (hereinafter referred to as "NCLT"), Kolkata Bench on 14th August, 2025. The same is under challenge before the National Company Law Appellate Tribunal (hereinafter referred to as "NCLAT") in various appeals. 3. The petitioner no. 1 had pre-CIRP dues against the Corporate Debtor which were duly lodged and admitted in full in the sum of Rs. 4,14,97,803/-. During the CIRP period, the petitioner no. 1 raised invoices aggregating to Rs. 13,45,13,193/- for services rendered. As the payment was not made, the petitioner no. 1 had filed an Interlocutory Application No. 26 of 2022 before the Learned Tribunal. The said application was disposed of on 14th August, 2025, directing for payment of Rs. 74,01,353/- to the petitioner no. 1. The claim of the petitioners that the statutory ....
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....d that the pending application for shifting of Registered Office of the Corporate Debtor can be considered by the respondent no. 3 in accordance with law but the respondent no. 3 has passed the impugned order without considering that an appeal is pending wherein second proviso of said rule provides that shifting of the Registered Office from one State or Union Territory to another State can be considered if no appeal against the resolution plan is pending but in the present case, admittedly there are several appeals pending before the Appellate Tribunal against the resolution plan. 9. Mr. Sudipto Sarkar, Learned Advocate, representing the respondent no. 4 submits that the petitioners have furnished the address in the present writ application is of Mumbai City, Maharashtra and the order passed by the respondent no. 3 for shifting of registered office is also from the State of West Bengal to Maharashtra and thus there could be no problem for the petitioners for transfer of the registered office at the State of Maharashtra. 10. Mr. Sarkar submits that the original claim of the petitioners is Rs. 4,14,97,803/- and the petitioners have raised invoices for a sum of Rs. 13,45,13,193....
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....er submits that Sub-Rule (1) of Rule 30 provides that an application under sub-section (4) of Section 13 of the Companies Act is for the purpose of seeking approval for alteration of memorandum with regard to the change of place of the registered office from one State Government or Union Territory to another State and accordingly the respondent no. 4 has made an application for shifting of address for the State of West Bengal to the State of Maharashtra. 15. Mr. Thaker submits that second proviso of Sub-Rule (9) of Rule 30 does not provide that mere filing of an appeal, the respondent no. 3 cannot pass an order for shifting of the registered office. He further submits that the Learned Appellate Tribunal has categorically clarified that mere issuance of notice of appeal does not itself be treated any stay of the impugned order. 16. Mr. Thaker further submits that the petitioners have filed an appeal against the order dated 14th August, 2025 only with regard to the interest. Neither in the appeal or in the objection filed before the respondent no. 3 or in the present writ application the petitioners have shown any reason for which the petitioners are prejudiced by shifting of r....
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....itory to another State. 1. * * * 2. * * * 3. * * * 4. * * * 5. * * * 6. * * * 7. * * * 8. * * * 9. The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, [***]: Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act. Provided further that where the management of the company has been taken over by new management under a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or imitated after the approval of the said resolution plan, the shifting of the registered office may be allowed." 24. The respondent no.5 being the Corporate Debtor admitted into Corporate Insolvency Resolution Process on 21st October, 2021. The respondent no.4 is the successful resolution applicant whose r....
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....t the company under the Act. Provided further that where the management of the company has been taken over by new management under a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or imitated after the approval of the said resolution plan, the shifting of the registered office may be allowed. 5. the application filed by the Applicant for shifting of the Registered Office is admittedly pending for consideration before the Regional Director. In the present application, we need not enter into rival contentions raised by the parties regarding Rule 30, sub-rule (9) as noted above. We only observe and clarify that the pending application for shifting of Registered Office of the CD, can be considered by the Regional Director in accordance with law. We make no observations on merits of contentions raised by both the parties, and it is for the Regional Director, who is a Statutory Authority to examine the application to consider the submissions of the parties and take appropriate decision in a....
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.... 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. 31. 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. 32. Second proviso of Sub-Rule (9) of Rule 30 is incorporated by a Notification dated 20th October, 2023. The petitioners had the knowledge that the respondent no.4 had filed an application before the respondent no. 3 for shifting of the registered office of the company. The petitioners have not obtained any order of stay in an appeal filed before the Appellate Tribunal. The petitioners had the knowledge that the Appellate Tribunal by an order dated 22nd December, 2025, allowed the application filed by the respondent no.4 and directed the respondent no. 3 to consider the pending application for shifting of registered office of the Corporate Debtor in accordance with law. Even after the order passed by the Appellate Tribunal, the petitioners have not c....