Territorial jurisdiction of the National Company Law Tribunal (NCLT) is determined exclusively by the location of the registered office of the corporate person/company, and not by the place where the cause of action arose.

ORDER

1. The Applicant/Petitioner, in the present case is Bandaram Pharma Packtech Ltd. (formerly known as Shiva Medicare Ltd.), which is a listed company bearing Corporate Identity Number L93090KA1993PLC159827. The registered office of the Applicant is situated at 601, 5th Floor, Oxford Towers, opposite Leela Palace Hotels, Old Airport Road, Kodihalli, Bengaluru-560008.

2. The present application has been filed seeking the following reliefs:

“1. Transfer the proceedings arising out of C.P.(IB) No. 27/7/HDB/2019 to the Hon’ble NCLT, Bengaluru Bench;

2. Direct the Registry to transmit the entire case records to the Hon’ble NCLT, Bengaluru Bench; and

3. Pass any other order(s) deemed fit in the interest of justice.”

Brief Background

3. The Corporate Debtor, then known as Shiva Medicare Limited, was admitted into the Corporate Insolvency Resolution Process vide order dated 14.12.2020 in C.P. (IB) No. 27/7/HDB/2019.

4. The Resolution Plan submitted by Mr. B. Munirathnam Reddy was approved by the Committee of Creditors with 100% voting share on 20.08.2021. NCLT, Hyderabad Bench, vide order dated 07.02.2022 in I.A. -No. 534 of 2021, approved the Resolution Plan.

5. The said Resolution Plan, inter alia, provided for infusion of funds and change of name of the Corporate Debtor. It is the case of the Applicant that the necessity for transfer arises on account of the change in the registered office of the Corporate Debtor.

Submissions of the Applicant

6. It is submitted that the Applicant passed a Board Resolution dated 30.09.2023 proposing change of name to Bandaram Industries Limited and filed Forms MGT-14 and INC-24 before the Ministry of Corporate Affairs. However, the MCA/ROC, vide communications dated 13.10.2023 and 02.01.2025, insisted on filing of pre-CIRP annual returns and financial statements as a precondition for approval of Form INC-24.

7. It is submitted that such insistence by MCA/ROC is contrary to Sections 31 and 32A of the Insolvency and Bankruptcy Code, 2016 and the settled legal position, which provide immunity for past non-compliances and bind statutory authorities to the approved Resolution Plan. The Applicant is therefore required to file an appropriate Interlocutory Application seeking directions in this regard.

8. It is further submitted that since the registered office of the Corporate Debtor is now situated in Bengaluru and the concerned statutory authorities are also located within Karnataka, the Applicant is facing practical difficulty in pursuing the matter.

The Grounds of the present Application are reproduced below:

1. “It is submitted that the registered office of the Applicant Company has been shifted to Bengaluru, Karnataka, and the same is duly reflected in the records of the Ministry of Corporate Affairs. As per Section 60(1) of the IBC, jurisdiction is determined based on the location of the registered office, and therefore the Hon’ble NCLT, Bengaluru Bench alone has territorial jurisdiction.

2. It is further submitted that all relevant statutory authorities, including the Registrar of Companies, Bengaluru, fall within the territorial jurisdiction of Karnataka, and any directions sought against such authorities can be effectively adjudicated only by the Bengaluru Bench. The continuation of proceedings before the Hyderabad Bench would lead to practical hardship, multiplicity of proceedings, and procedural inefficiency.

3. It is submitted that the CIRP has already concluded with approval of the Resolution Plan, and the present proceedings pertain only to post-resolution