Scheme of Arrangement After NCLT Sanction: ROC Filing, Stamp and Effective-Date Control
By Ravi Sisodia · Reviewed by CA Divyanshu Sengar · Updated 5 October 2026
After NCLT sanction, a scheme closes only when the order, certified-copy filing, scheme conditions, effective-date definition and state-law stamp/registration actions are completed and evidenced.
2-minute summary
- Section 232 and the CAA Rules govern merger/amalgamation scheme orders; Form CAA.7 provides the model order structure.
- CAA.7 contemplates delivery of a certified copy to the Registrar and dissolution/implementation mechanics tied to the order.
- The scheme’s appointed date and effective-date clause should be read exactly; commercial/accounting cut-over should not be invented from the NCLT order-upload date.
- Stamp duty and property-registration consequences require state-specific review and can differ by jurisdiction and asset.
A closing checklist should be clause-led. Copy each operative clause of the sanctioned scheme/order into an implementation register, assign an owner and mark the evidence that proves completion. This is stronger than a generic “ROC done / stamp done” checklist.
Order and ROC
Preserve the certified NCLT order and Facing Sheet where e-copy is used. File required ROC forms within the statutory/order timeline, store SRNs and confirm accepted status for each transferor/transferee company.
Effective-date conditions
Identify what the scheme says triggers effectiveness - for example, filing certified orders, receipt of other approvals or a later specified event. Distinguish the appointed date used for scheme mechanics from the event that makes the scheme effective.
Stamp and assets
Prepare a state-by-state asset schedule. Review immovable property, leasehold interests, securities and other instruments for stamp/registration treatment. Complete title, licence, bank, contract and charge updates after the legal transfer trigger.
Worked example
A scheme has an appointed date of 1 April but states that it becomes effective only after certified orders are filed with both ROCs. If the last required filing occurs on 20 October, the implementation file should record both dates and apply the scheme/accounting/tax consequences according to the sanctioned terms and applicable law.
Action checklist
- Read sanctioned scheme and CAA.7 order line by line.
- Obtain valid certified copy.
- File ROC forms and keep SRNs.
- Determine appointed vs effective date.
- Complete state stamp/registration analysis.
- Update assets, contracts, licences and charges.
- Prepare post-merger accounting/tax reconciliation.
Common mistakes
- Calling the order-upload date the scheme effective date without reading the scheme.
- Ignoring a transferor company’s separate ROC filing.
- Applying one state’s stamp view to assets in another state.
- Updating operational systems before the legal trigger is satisfied.
FAQs
Primary / official sources
- Ministry of Corporate Affairs - Companies Act, 2013 (current-source)
- 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)
- NCLT - SOP for issuance and verification of e-Certified Copies (2026-09-08)
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.