Kolkata, May 24 -- The Calcutta High Court has held that Hindusthan National Glass & Industries Ltd. (HNGIL) could not shift its registered office from West Bengal to Maharashtra while appeals against the company's approved insolvency resolution plan were pending before the National Company Law Appellate Tribunal (NCLAT).

A division bench of Justice Shampa Sarkar and Justice Ajay Kumar Gupta found fault with the decision of the Regional Director, Eastern Region, Ministry of Corporate Affairs, which had permitted the shift despite several pending appeals challenging the resolution plan approved by the National Company Law Tribunal in August 2025.

The appellants, MSME transport service providers claiming unpaid post-CIRP dues, had challenged the resolution plan before the NCLAT. Other creditors and stakeholders had also filed appeals.

During the pendency of those appeals, the successful resolution applicant approached the Regional Director seeking permission to shift the company's registered office to Mumbai. Though the request was initially kept in abeyance because of the pending appeals, the Regional Director later granted approval subject to safeguards relating to workers and pending legal proceedings.

The High Court held that the approval violated the second proviso to Rule 30(9) of the Companies (Incorporation) Rules, 2014, inserted in 2023. The provision states that where management of a company has been taken over under an approved insolvency resolution plan, shifting of the registered office may be allowed only when no appeal against the resolution plan is pending before any court or tribunal and no inquiry or investigation is pending.

Rejecting the argument that the Insolvency and Bankruptcy Code (IBC) would override the Companies Rules in the present case, the bench observed that there was no inconsistency between the two laws and that the Rules merely prescribed the procedure governing the exercise of powers under the Companies Act. The court said the proviso had to be interpreted strictly and could not be diluted by importing conditions not found in the statute.

It was observed that the amendment was introduced to prevent the shifting of corporate jurisdiction while judicial scrutiny of resolution plans remained pending.

Published by HT Digital Content Services with permission from Millennium Post.