Incorporating a business in India involves several legal formalities and compliance with the Ministry of Corporate Affairs (MCA). It is crucial for maintaining the company’s legal standing. E-filing of form INC-28 is also required in certain cases. Knowing when to file INC28 and its importance can help companies follow the law and avoid penalties well.
What Is eForm INC-28?
The e-Form INC-28 is a statutory filing requirement under the Companies Act 2013. It is used to submit orders from the National Company Law Tribunal (NCLT), High Court, or other competent authorities with the Registrar of Companies (ROC). It is also significant for the legal impact of structural changes or legal directives entered in court.
Who Needs to File MCA E-Form INC-28?
The Requirements for Submission of e-Form INC-28 says that the company is obliged to upload this form in the following situations.
1. Companies Undergoing Amalgamation, Merging, Demerger
When two or more companies are to merge, demerge, or amalgamate, they should get the approval of the NCLT. Once approved by the tribunal, this order must be served or filed with the ROC through e Form INC-28 in order to give validity to changes.
2. Companies Undergoing Corporate Restructuring
Corporate restructuring of a company may involve significant alterations to its structure, such as in the case where a company is converted into another or all schemes of arrangement approved by courts. In such cases, e-Form INC-28 must be filed to record these changes.
3. Companies with Tribunal or Court Orders
If a company receives any Directions from NCLT, High Court, or Supreme Court, such as:
- Revival under Section 252
- Winding up orders
- Approval of a scheme of compromise or arrangement
- Directions for reduction of share capital
Then, it is compulsory to file e Form INC-28 in order to put the registered office address on notice that the court has been asked to elevate: “ROC has to be sent a scanned copy by Weightage for publication like this of any Court Decree touching upon any provision.”
4. Companies Seeking Change of Status (e.g., Private to Public or Vice Versa)
To change from a private limited company to a public limited company or vice versa, a company must obtain NCLT approval. After receiving the order, the company should notify the ROC of the change in status by filing e Form INC-28.
5. Companies Reducing their Share Capital
If a company is to reduce its Share capital down, it must obtain tribunal approval. Once approval has been received, e Form INC-28 must be filed to ratify and record the change with ROC.
6. Companies facing Revival or Restoration Orders
If a company is deleted by ROC and then revived with a judgment of NCLT under Section 252, the company will have to file e Form INC-28 together with other filings required for reinstatement in order for the entity to return to active status.
7. Companies Subject to Oppression and Mismanagement Cases
If a company is ordered by NCLT in cases where the Company has suffered oppression and mismanagement under Section 241-242 of the Companies Act, then it must file e Form INC-28 with ROC in order to bring our corporate status as per the tribunal’s order.
Procedure for Filing eForm INC-28 in MCA Portal
The filing of e Form INC-28 calls for careful documentation and adherence to legal guidelines. Here is a guide to be followed step by step as one goes ahead with this:
Step 1: Get the Tribunal or Court Order
The company should first receive a certified copy of the order from the NCLT, High Court, Supreme Court, or any competent authority.
Step 2: Collect the Necessary Documents
The following should be attached to the form:
- A certified copy of the order
- The resolution passed (if any)
- Any supporting documents as required by the tribunal
Step 3: Log in to the MCA Portal
On the MCA Portal (www.mca.gov.in), the company’s authorized representative must log in and fill out e-Form INC-28.
Step 4: Fill in the Form Accurately
- Company identification number (CIN)
- Orders date
- Nature of order
- Brief description of the order’s impact on the company
Step 5: Upload and Submit the Documents
- After the completion of the form, you have to attach the required documents using a digital signature certificate (DSC) and then submit it online.
Step 6: Payment of fees
- According to the relevant government regulations, a fee must be paid.
Step 7: Find and Approve the Records
- The Registrar of Companies positions will review the submissions. In the event that all details are correct, the record of the company will be updated to include the changes.
Importance of Filing e form INC 28
- Legal Validity Guaranteed: The changes approved by the tribunal or court become legally effective only after filing this form.
- Avoiding Penalties: Failure to file e-Form INC-28 within the prescribed time may result in penalties or legal consequences.
- Enhanced Corporate Governance: Keeping ROC up to date with company records improves your business credibility and governance.
- Unhampered Business Transactions: Proper compliance ensures that corporate actions in the future, such as mergers and acquisitions, are free.
Penalty for non-compliance
Failure to file an e-Form INC-28 within the stipulated time limit can result in penalties as provided by the Companies Act, 2013. Both the company itself and just any particular person (which is to say, every officer or director associated with its management) may suffer fines; until compliance is met, no legal arrangements will go into effect.
Conclusion
E-Form INC-28 filing is an essential compliance requirement for companies going through mergers, demergers, court mandates, status changes and reorganizations. Companies need to ensure timely filing to keep on the right side of the law and avoid penalties accordingly. By following proper procedures and staying current with MCA rules, companies will be able to keep business running smoothly and maintain a strong legal position in society.
For expert help with filing e-Form INC-28, you are recommended to get in touch with a legal consultant or corporate law specialist.
