Authority: National Company Law Tribunal, Bench comprising Smt. Bidisha Banerjee, Member (Judicial) and Cmde Siddharth Mishra, Member (Technical)

Order Date: 12 June 2026

Case Overview

The application was filed by Jharkhand Mega Food Park Private Limited (Corporate Debtor) under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 read with Rule 11 of the NCLT Rules, 2016. The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (CIRP) on 10 January 2020 and subsequently ordered into liquidation on 03 April 2024 with Mr. Pankaj Kumar Tibrewal appointed as Liquidator.

The principal issue concerned the filing of statutory financial statements and annual returns for Financial Years 2017-18 to 2024-25. The erstwhile management had failed to prepare, finalize, audit, and file these documents as mandated under the Companies Act, 2013. The Liquidator undertook this task as part of his statutory duties under Sections 34 and 35 of IBC and Sections 92 and 137 of the Companies Act.

After Baba Agro Food Limited acquired the Corporate Debtor as a going concern under Regulation 32(e) of the IBBI (Liquidation Process) Regulations, 2016, the company's status changed from 'Liquidation' to 'Active'. This created a technical issue where the MCA-21 system required digital signatures from current directors rather than the Liquidator for filing the historical documents. The ROC, Ranchi rejected the filings because the financial statements were prepared by the Liquidator but signed digitally by the current director.

The ROC opposed blanket waiver of penalties and additional fees, arguing that the responsibility for filing lay with the IRP/RP/Liquidator and that automatic fee calculation under Section 403 of the Companies Act couldn't be manually overridden. The ROC contended that waiving fees would set an improper precedent and burden the public exchequer.

The Tribunal examined a previous order dated 30 April 2025 (IA 210 of 2025) which had granted specific waivers and concessions. Paragraph 7 of that order explicitly extinguished all financial and pecuniary liabilities of the Corporate Debtor for any period prior to the Effective Date, including penalties, interest, fines, or fees. Paragraph 35 of the same order had directed the Liquidator to prepare and sign all necessary forms and applications with the Registrar of Companies.

Final Outcome

The Tribunal allowed the application and directed the Registrar of Companies, Ranchi to:

1. Accept the filings of financial statements and annual returns for Financial Years 2017-18 to 2024-25

2. Accept these filings through Form GNL-2 signed by the Liquidator but with current director's digital signature (as required by system constraints)

3. Waive all additional fees and penalties for late filing

4. Update the master data with annual filing status from FY 2017-18 to 2024-25

The order binds the ROC to comply with these directives, resolving the statutory compliance issue arising from the system constraints during the transition from liquidation to active status.

Topics: Corporate Insolvency, Statutory Compliance, ROC Filings