The NCLT’s sanction order is not self-executing. It must be filed with the Registrar of Companies in Form INC-28, and the filing is the event that completes the scheme and establishes the effective date. Rule 161 of the NCLT Rules, 2016 requires the certified copy of the order to be filed with the ROC within thirty days from the date of receipt of the certified copy, where no other time limit is prescribed by the Tribunal.
The Filing Requirement
The filing must be accompanied by the certified copy of the NCLT order, the scheme, and the prescribed fee. The ROC records the order in the company’s master data, and the filing is the public record of the scheme. The transferee company must also file the order in respect of the transferor company’s dissolution.
The Timeline
The thirty-day period runs from the date of receipt of the certified copy of the order. The NCLT’s order typically specifies the timeline, and the company must comply with it. A delay in filing is a contravention of Rule 161, and the company and its officers are liable to penalty.
The Consequences of Delay
The delay in filing delays the effective date of the scheme. The scheme is not fully effective until the filing is completed, and the transferee company cannot exercise the rights that the scheme confers until the filing is done. The delay can also affect the appointed date and the accounting treatment, and it can expose the company to penalty.
The Practical Steps
The company should obtain the certified copy of the order promptly, file the INC-28 within the thirty-day period, and retain the acknowledgment. The filing should be coordinated with the stamp duty adjudication and the other post-sanction compliance steps.
Call to Action
Anuj Desai & Associates advises companies on the post-sanction ROC filing—from the Form INC-28 and the thirty-day timeline to the stamp duty adjudication and the effective date. If your scheme has been sanctioned and the filing is pending, we can help you complete the process.
📧 office@anujdesaiassociates.com
📞 9619456656
🌐 https://anujdesaiassociates.com
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