The Statutory Requirement
Section 232(3) requires the company to file a certified copy of the NCLT order sanctioning the scheme with the ROC within thirty days of the order. The filing is made in Form INC-28, accompanied by the certified copy of the order and the prescribed fee. The ROC then registers the order and, where the scheme involves a transferor company, strikes off the transferor’s name from the register.
The “Certified Copy” Requirement
The thirty-day period runs from the date of the order, not from the date the certified copy is received. The company should apply for the certified copy immediately after the order is pronounced and follow up with the registry to avoid delay. A filing made after thirty days attracts additional fee and may be treated as a default under Section 450.
The Consequences of Late Filing
A late INC-28 filing does not invalidate the scheme, but it exposes the company and the officers in default to penalty. The ROC may also treat the delay as a compliance deficiency in the company’s annual filings. The company should file the INC-28 as soon as the certified copy is available, and should not wait for the expiry of the thirty-day period.
The Strike-Off of the Transferor
On registration of the INC-28, the ROC strikes off the transferor company’s name without winding up. The strike-off is not automatic; the ROC must verify the order and the filing. The transferee company should follow up with the ROC to ensure that the strike-off is completed, because a transferor that remains on the register creates a compliance anomaly.
The Documents
The INC-28 filing should be accompanied by: the certified copy of the NCLT order; the scheme; the board resolutions; the shareholder resolutions; and the ROC fee challan. A filing without the certified copy is incomplete and may be rejected.
Call to Action: For INC-28 filing, certified copy follow-up, or ROC strike-off coordination, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.