INC – 28


Notice of Order of the Court or any other competent authority

  • eForm INC-28 is required to be filed pursuant to Section 12(6), 13(7), 58(5), 87 & 111(5) of the Companies Act, 2013 and section 81(4), 102(1), 107(3), 167, 186, 391, 394, 396, 397, 398, 445, 481, 466, 518, 559 & 621A of the Companies Act, 1956.
  • Registrar needs to be informed about the order of Court or Tribunal or any other competent authority for which the company or liquidator has to file eForm INC-28 with RoC informing about the order, which may take the form of approval or extension of time or condonation of non-compliance.
  • In case filing is not done within due date, user is required to seek condonation of delay.
  • Select the authority passing the order.
  • Enter the name and location of the court or competent authority, of which the order is being filed through this eForm.
  • Enter the petition or application number and the order number. In case the same is not applicable, then enter ‘Not Applicable’.
  • Enter the date on which order is passed.
  • In case of amalgamation, mention whether company filing the form is transferor or transferee:
  • Select the Section of the Companies Act, 1956 or of Companies Act, 2013 under which the order has been passed.
  • If the order has been passed under a section other than the listed down sections then select ‘Others’ and specify the section under which order has been passed. Ensure that you select the correct section as the processing of this and/ or other eForms by the RoC office shall be dependent upon the same.
  • In case the order is in respect of amalgamation of companies in public interest under section 396, then section 396 is to be selected.
  • In case the order is in respect of amalgamation of companies under section 394(1), then section 394(1) – Amalgamation is to be selected.
  • In case the order is in respect of demerger of the company under section 394(1), then section 394(1) – Demerger is to be selected.
  • In case the order is in respect of amalgamation of companies under any section other than section 394(1) or 396, then also section 394(1) – Amalgamation is to be selected and the eForm is to be filed accordingly.
  • Please note that in case the order is in respect of section 394 but is not in respect of amalgamation or demerger then section 394(1)-Others is to be selected.

Please note the following:

  • In case section selected is 394, 396 or 445, status of company filing the eForm should be Active or Under Liquidation.
  • In case section selected is 466, status of company filing the eForm should be Under Liquidation.
  • In case section selected is 481, status of company filing the eForm should be Under Liquidation or Dissolved.
  • Section 445, 466, 481, 559 shall not be allowed in case FCRN is entered and Section 396 can be selected only in case order is passed by ‘Central Government’.
  • Enter the number of days within which order is to be filed with Registrar. This shall be entered in pursuance to aforesaid sections or in terms of court order or order of the competent authority, as the case may be. In case the section or Court order does not provide for the number of days within which order is to be filed, then the form should be filed at the earliest.
  • Enter the date of application to court or CLB or the competent authority for issue of certified copy of order and the date of issue of certified copy of order.
  • In case no application is required to be made; then enter the date of passing the order as the date of application.
  • Ensure that you enter the correct details as based on the same, system will automatically display the due date by which order is to be filed with Registrar.
  • In case the eForm is being filed after the due date, then in such case, it shall be required to get the delay condoned and thereafter file the order for condonation of delay in another eForm INC-28.
  • Please note that this form cannot be approved unless an eForm INC-28 (filed for condonation of delay) having SRN of this eForm has been approved.
  • In case the eForm is filed in respect of order for compounding of offence (section 621A), mention the SRN of eForm 61, if any, filed for application for compounding of offences. Maximum of three SRNs can be entered here. Details of any additional SRN can be provided as an optional attachment.
  • In case of amalgamation, mention whether the company filing the form is transferor or transferee:
  • It is mandatory in case section selected is 394(1)-Amalgamation or 396 or Amalgamation- Other
  • In case the eForm is being filed for order for declaring the dissolution as void under section 559, enter the date with effect from which dissolution has been declared as void. In case the court order is in respect of company which has been dissolved under section 394. Enter the CIN or FCRN of the transferor company whose dissolution has been declared as void. Status of CIN of the transferor company should be ‘Amalgamated’. In case FCRN is entered, its status should be ‘Inactive’. On clicking the Pre-fill button, system will automatically display the name of the transfer or company and the date of its amalgamation, if available. In case the date of amalgamation is not displayed, the same will need to be entered.  Approval of the eForm will not be allowed in case the name of transferor company has already been allotted to any other company or applicant. For such cases, approval of the form will be allowed only when such name is withdrawn by the concerned office of the registrar of companies (RoC) or the other company changes its name, as the case may be.  Ensure that you enter the correct details. Please note that upon approval of this eForm, the status of the transferor company will be changed to ‘Active’.
  • In case the court order is in respect of company which has been dissolved under section other than section 394: Status of company filing the eForm should be Dissolved. Upon approval of this eForm, the status of the company filing the form will be changed to ‘Active’. Please note: Upon change in status of the company to Active, details of active authorized signatories of the company existing in the system shall be deactivated. In such cases, the company shall be required to approach the concerned RoC office and get the details in respect of an authorized signatory of the company updated in the system (for role check purposes).
  • In case the company filing the eForm is the transferor company:
  • Enter the appointed date of amalgamation.
  • Please note that approval of the eForm shall not be allowed unless all other pending eForms in respect of the company are closed in the system.
  • In case the company filing the eForm is the transferee company:
  • System shall automatically display the CIN and name of the transferee company based on the CIN entered.
  • Enter the appointed date of amalgamation in respect of the transferee company.
  • Enter the number of transferor company(s) for which the eForm is being filed. (Based on the number entered here, number of blocks shall be displayed for entering the details).Details of maximum twenty (20) transferor companies can be provided through this eForm. If the total number is more than twenty, then file another eForm INC-28 for the remaining transferor company(s).
  • Transferee company cannot be selected in case form is being filed by a foreign company.
  • Select the category of the transferor company. In case transferor company is an Indian company or a foreign company, enter the corporate identity number (CIN) or foreign company registration number (FCRN) respectively. In case transferor company is a company incorporated outside India or body corporate or others, enter the registration number.
  • Enter the appointed date of amalgamation in respect of transferor company. In case transferor company is an Indian company or a foreign company, enter SRN of eForm 21/INC-28 filed by the transferor company for amalgamation.
  • Separate SRNs to be mentioned for each transferor company. Please ensure that you enter the correct SRN of eForm 21/INC-28 filed by the transferor company, as approval of this eForm shall not be allowed in case the status of SRN of eForm 21/INC-28 filed by the transferor company is not approved.
  • Please note that approval of the eForm shall not be allowed unless all other pending eForms in respect of the company are closed in the system.
  • Ensure that you enter the correct amalgamation details.
  • Please note that upon approval of eForm INC-28 filed by transferee company, the status of the transferor company(s) shall be changed to ‘Amalgamated’ (in case transferor company is Indian company) or ‘Inactive’ (in case transferor company is a foreign company and the amalgamation details shall be updated in the system.
  • Date of commencement of winding up under section 445 of the Companies Act, 1956:
  • This field is displayed in case section 445 is selected by the user in respect of winding up order under section 445, enter the date of commencement of winding up. Enter the income-tax PAN, name and address of the liquidator.
  • Ensure that you enter the correct winding up details. Please note that upon approval of this eForm, the status of the company shall be changed to ‘Under liquidation’ and the winding up details shall be updated in the system. Please note that status of the company shall not be changed to ‘Under liquidation’ if there are any pending eForms in respect of the company.
  • In case the eForm is being filed in respect of order for staying of winding up proceedings under section 466, enter the date with effect from which winding up proceedings have been stayed. Ensure that you enter the correct details. Please note that upon approval of this eForm, the status of the company shall be changed from ‘Under Liquidation’ to ‘Active’ and the details shall be updated in the system. Please note: Upon change in status of the company to Active, details of active authorized signatories of the company existing in the system shall be deactivated. In such cases, the company shall be required to approach the concerned RoC office and get the details in respect of an authorized signatory of the company updated in the system (for role check purposes).
  • In case the eForm is being filed in respect of dissolution order under section 481, enter the date of dissolution. Ensure that you enter the correct dissolution details. Please note that upon approval of this eForm, the status of the company shall be changed to ‘Dissolved’ and the dissolution details shall be updated in the system. Please note that status of the company shall not be changed to ‘Dissolved’ if there are any pending eForms in respect of the company.
  • Enter SRN of eForm 18/INC.22 in case the order being filed is in respect of section 13(7). This is required to be entered in case the relevant eForm 18/INC.22 has been filed before filing this eForm.  Enter SRN of eForm 8, 10 or 17 or CHG-1 or CHG-4 or CHG-9; as applicable in case section 87 (condonation of delay in filing of charge form) is selected.
  • Ensure that you enter the correct SRN of the relevant charge eForm CHG-1/CHG-4/CHG-9 (condonation of delay case) as the same shall not be approved unless a corresponding eForm INC-28 has been filed for condonation of delay.  
  • Enter SRN of Form 23/MGT-14 in case section 66(5) for reduction in capital is selected and enter the date of special resolution under section 66(5). Ensure that you enter the correct date as the same shall be displayed in the certificate to be issued by the RoC office. This shall be displayed in case section 66(5) is selected.
  • Enter SRN of Form 24AAA/INC.23/CHG-8, in case order being filed in respect of sections 13(7) or 87 or 188 selected in field 5 or you may enter ‘Z99999999’.
  • Select whether penalty is involved or not. If yes, then enter the SRN of payment of penalty.
  • Ensure the eForm is digitally signed by the Director, Managing director, Manager, Secretary, Liquidator or others in case of Indian Company. Liquidator shall be allowed to sign the eForm only in case the status of the company is ‘Under Liquidation’ or in case section for which form is filed is 252, 445, 466, 481, 559 or others. Ensure the eForm is digitally signed by authorised representative or others in case of Foreign Company. Enter the full name and designation of the person signing the eForm. In case designation selected is “Others” then also enter the capacity in which the person is signing the eForm.

Attachment:

Copy of court order or NCLT or CLB or order by any other competent authority is a mandatory attachment.

Fees:

In case of company having share capital

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

In case of company not having share capital

Rupees 200

In case of Foreign company

Rupees 6,000

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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7 responses to “INC – 28

  1. does it mean INC – 28 has to be filed for each and every order of court ,irrespective the subject matter concerned. for eg – if a company has recd order of CESTAT, still INC 28 has to be filed ?

    Like

  2. Pingback: Index of Companies Law Posts | AishMGhrana

  3. Whats the procedure to obtain copy of competent authority

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  4. Thank you Mr,AishMghrana for the detailed explanation.

    Like

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