NCLT e-Certified Copy for Scheme Orders: ROC, Stamp and Implementation Evidence
By Ravi Sisodia · Reviewed by CA Divyanshu Sengar · Updated 5 October 2026
A scheme team should treat the NCLT certified order as the anchor of a post-sanction evidence pack, but ROC filing, stamp implications and scheme-effective conditions still need separate completion evidence.
2-minute summary
- The e-Certified Copy SOP permits digitally authenticated NCLT certified copies and requires the Facing Sheet for validity.
- Companies (Compromises, Arrangements and Amalgamations) Rules prescribe Form CAA.7 for a section 232 order and contemplate delivery of a certified copy to the Registrar within the stated period/order terms.
- INC-28 captures the order, certified-copy issue date and due-date logic for filing with the Registrar.
- Stamp duty is not determined by the NCLT e-copy SOP; state-specific stamp law and the instrument/order must be analysed separately.
Transaction closing should not end at “order uploaded”. Build a step-by-step implementation register from certified order to ROC acknowledgement, scheme conditions, asset/liability transfers, accounting, tax, contracts, licenses and stamp/registration actions.
Lock the authoritative order
Download the e-Certified Copy and Facing Sheet, preserve digital signatures and record its application number. Compare the operative clauses, appointed/effective date mechanics and schedules to the approved scheme.
File and evidence ROC actions
Prepare INC-28 and any scheme-specific filings using the order and current MCA form instructions. Keep SRN, challan, approval/acknowledgement and post-filing master-data evidence.
Run a state-law stamp workstream
Identify immovable property, securities, movable property and jurisdictional nexus. Obtain state-specific stamp advice instead of assuming the NCLT order is exempt or that one state’s treatment applies nationwide.
Worked example
A merger order is certified on 5 October and the scheme says effectiveness depends on filing the certified order with the relevant ROCs. The deal team should not announce legal effectiveness merely because the PDF was downloaded; it should complete the prescribed filings and confirm the scheme’s own effective-date conditions.
Action checklist
- Preserve e-Copy plus Facing Sheet.
- Read operative clauses and schedules.
- Calendar ROC filing deadline/order requirement.
- File INC-28/other applicable forms and retain SRNs.
- Confirm scheme effective-date conditions.
- Run state-specific stamp/registration analysis.
- Update accounting, contracts and master data after legal trigger.
Common mistakes
- Using a website order instead of a certified copy where filing requires certification.
- Assuming the appointed date and effective date are identical in every scheme.
- Treating stamp as a central-law issue only.
- Closing the checklist without ROC acknowledgement/SRN evidence.
FAQs
Primary / official sources
- NCLT - SOP for issuance and verification of e-Certified Copies (2026-09-08)
- Ministry of Corporate Affairs - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (current-source)
- Ministry of Corporate Affairs - Instruction Kit for eForm INC-28 (current-reference)
- Ministry of Corporate Affairs - Companies Act, 2013 (current-source)
Use-date control: Portal fields, fees, banking terms and legal commencement can change. Apply the official instrument and portal position in force on the transaction or filing date.
Educational information for Indian finance, tax and compliance users. It is not legal, tax, accounting, lending or investment advice; obtain professional advice for material transactions and litigation.
Disclaimer
Educational and professional reference only; confirm the current law, rates and the facts of your case before relying on this page.