Plea To Shift Hindustan National Gas's Registered Office Can Proceed Despite Pending Appeal: NCLAT

The National Company Law Appellate Tribunal (NCLAT) at Delhi recently clarified that an application filed by insolvent Hindustan National Gas & Industries Limited for changing its registered office from Kolkata to Mumbai can be considered by the Regional Director in accordance with law, despite an appeal challenging approval of the resolution plan being pending before it.A coram comprising Chairperson Justice Ashok Bhushan and Technical Member Barun Mitra observed, “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.” The clarification arose in an appeal filed by Exclusive Capital Ltd against the August 14, 2025 order of the National Company Law Tribunal, Kolkata Bench approving the resolution plan submitted by Independent Sugar Corporation Limited for Hindustan National Gas & Industries Limited. While the appeal was pending, the corporate debtor filed an application on October 28, 2025 before the Regional Director, Eastern Region, under Section 13(4) of the Companies Act, 2013, seeking permission to shift its registered office from Kolkata, West Bengal, to Mumbai, Maharashtra. The Regional Director kept the application pending citing the pendency of the appeal before the appellate tribunal. This led the successful resolution applicant to move an application before the appellate tribunal, seeking a clarification that the pendency of the appeal should not obstruct consideration of the corporate debtor's statutory request. The applicant that is the successful resolution applicant argued that Rule 30(9) of the Companies (Incorporation) Rules, 2014 was not attracted in the facts of the case. The rule bars shifting of the registered office if any inquiry, inspection, or investigation has been initiated against the company or if any prosecution is pending against it for offences under the Companies Act. Exclusive Capital however contended that the rule barred such a shift during the pendency of the appeal. The appellate tribunal declined to adjudicate on the rival interpretations of Rule 30(9). It emphasised that the application for shifting the registered office was pending before the Regional Director, who is the competent statutory authority. The tribunal further clarified, “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 accordance with law.” Case Title: Exclusive Capital Ltd. v. Girish Sriram Juneja, RP of Hindustan National Gas & Industries Ltd. & Ors. Case Number: IA No. 7753 of 2025 in Company Appeal (AT) (Ins.) No. 1340 of 2025 For Appellant: Senior Advocate Abhimanyu Bhandari, with Advocates Utsav Trivedi, Manini Roy, and Nandini Acharya for Applicant; Advocates Abhishek Anand, Pranjit Bhattacharya, Salonee Shukla, Aashima Gautam, Sachin Jain, and Palak Kalra. For Respondents: Advocates Pratiksha Sharma, Rity Choudhary, Ayush Jain, and Mukesh Kumar; Advocates Smriti Churiwal, and Jaiveer Kant for RP; Advocates Anuj Tiwari, Shalini Basu, Vaibhav Vats, and Sameer Mishra for Intervenor; Senior Advocate Abhijeet Sinha, with Advocate Ayyam Perumal Karthik M; Advocate Pawas Kulshrestha; Senior Advocates Niranjan Reddy and Raghenth Basant with Advocates Sonali Jain and Mudit Gupta for Promoters.Click Here To Read/Download Order

Plea To Shift Hindustan National Gas's Registered Office Can Proceed Despite Pending Appeal: NCLAT

Shivangi Bhardwaj

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