On February 17, 2020, the Ministry of Corporate Affairs (“Ministry”) issued a general circular bearing number 04/2020, which clarifies the procedures with respect to filing of documents in the MCA-21 registry where an insolvency resolution professional (“IRP”) or resolution professional (“RP”) or liquidator has been appointed under the Insolvency and Bankruptcy Code, 2016 (“IBC”) in respect of a company.
The procedure that has been laid out is as follows:
No other forms would be enabled for filing by the IRP/RP/liquidator in his role of designated CEO unless the INC-28 e-form is approved. The IRP/RP/liquidator in his role as designated CEO is again required to file e-form INC-28 upon the approval of the resolution plan, initiation of liquidation proceedings or upon withdrawal of the application for CIRP based on which the status of the company would get suitably reflected in the company master data.
In a scenario where a new board of directors is required to be appointed in terms of the order passed by the NCLT or the National Company Law Appellate Tribunal, the details of the first authorised signatory of such board of directors is required to be inserted by the RoC after receiving an application from the IRP/RP/liquidator, wherein the SRN of the relevant e-form INC-28 is required to be quoted. Consequently, the authorisation for the IRP/RP/liquidator to file documents on behalf of the company will cease and the new authorised signatory will take over the responsibility of filing e-forms on behalf of the company.
The Ministry has further clarified that in case the order of admission of a company (corporate debtor) into CIRP or into liquidation is stayed or is set aside by the NCLT or NCLAT or other courts, such order is required to be filed in form INC-28 by the concerned RP/IRP/liquidator. Consequently, the status of the company and the authorisation for filing of forms on behalf of company will change accordingly.
This update has been contributed by Adity Chaudhury (Partner) and Ishita Malhotra (Associate).
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