A non-speaking order cannot be converted into a speaking order by way of an affidavit: Delhi HC

The petitioner (Reebok India Ltd.) had applied for conversion of their company from an Unlimited Liability Company to a Limited Liability Company under Section 18 of the Companies Act, 2013.

The application was rejected by the Registrar of Companies without giving adequate reasons for such rejection. According to the High Court, the impugned order is a non-speaking order. The reasons for rejection were however given in an affidavit filed by the respondent (Union of India) which according to the Court is not permissible in the eyes of law.

The Court ruled that a non-speaking order cannot be converted into a speaking order by way of an affidavit.

The Court held that the reasons supplied in the counter affidavit and the non-speaking order remains a non-speaking order, even if the reasons have been given in the counter affidavit filed by the respondent in the writ petition.

The Delhi High Court thus quashed the impugned order of the Registrar of Companies on the ground that it is not a speaking order as no reasons were given.

The Court said, “We, therefore, direct the concerned respondent authority to decide the application of the petitioner dated afresh, in accordance with law, rules, regulations and Government policies applicable to the facts of the case, after giving adequate opportunity of being heard to the petitioner as early as possible and preferably within a period of eight weeks from the date of receipt of the copy of the order of this court.”

Chief Justice D.N. Patel and Justice Talwant Singh presided over the case.

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