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The Delhi High Court has held that a non-speaking order by an authority cannot be converted into a speaking order by way of an affidavit in a subsequent legal proceeding. (Reebok India vs UOI & Anr)
The order was passed by a Division Bench of Chief Justice DN Patel and Justice Talwant Singh in a petition preferred by Reebok India.
Reebok India had applied for the conversion of the company from an 'Unlimited Liability Company' to a 'Limited Liability Company' under Section 18 of the Companies Act, 2013.
The application for conversion was rejected by the Registrar of Companies by an order in the form of an e-mail.
Before the High Court, it was the Petitioner’s grievance that no reasons was assigned for the rejection of the application.
The Court considered the decision of the Supreme Court in the MS Gill (1978) and noted that public orders by a statutory authority could not be construed in the light of explanations subsequently given by the officer.
In light of the above, the Court noted that in the present case, while the order of rejection was a non-speaking order, the reasons for rejection were stated in the counter affidavit filed by the Central Government in the writ petition.
Stating that the same was not permissible in the eyes of law, the Court held,
“In view of the aforesaid decision, the reasons supplied in the counter affidavit are of no help to the respondents and the non-speaking order dated 05.10.2016 remains a non-speaking order, even if, the reasons have been given in the counter affidavit filed by the respondent in this writ petition.”
The Court thus concluded that the impugned order of rejection deserved to be quashed and set aside on the ground that it is not a speaking order as no reasons have been given by the concerned respondent authority.
The Court directed the RoC to consider afresh the Petitioner's application, in accordance with law, rules, regulations and Government policies applicable to the facts of the case, after giving adequate opportunity of being heard.
The Petitioner was represented by Senior Advocates Arvind Datar, Sandeep Sethi with Advocates Ajoy Roy, Smarika Singh, Shantanu Tyagi, Anand Raja, Niraj Singh.
Centre was represented by Standing Counsel Ashim Sood with Advocate Senu Nizar.
Read the Order: