Institute of Company Secretaries of India (ICSI) has formally requested the Ministry of Corporate Affairs (MCA) to introduce a “Company Law and LLP Law Settlement Scheme, 2025” (CL&LLSS-2025). This request, building on previous communications from July 2023 and October 2024, addresses challenges faced by companies and LLPs following the migration of e-Forms from V2 to MCA-21 V3. While acknowledging the V3 portal’s role in technological upgradation and ease of doing business, ICSI highlights issues such as DSC registration, e-Form downloading, master data updates, and login creation, which have impacted timely form submissions. The letter points out that the Companies Act, 2013, imposes substantial additional fees and increased fines for repeated defaults. Data presented to the Lok Sabha indicates a consistent rise in non-filing of annual returns and financial statements by companies from FY 2018-19 to FY 2022-23. To mitigate the burden of higher fees, fines, and penalties, ICSI proposes a one-time opportunity for entities to rectify their defaults and gain immunity from prosecution. The request references past settlement schemes introduced by the Ministry, such as the Company Law Settlement Scheme, 2014, Company Fresh Start Scheme, 2020, and LLP Settlement Scheme, 2020, as precedents for the proposed 2025 scheme.
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THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
CL: MCA: JUNE/2025 Dated: June 06, 2025
Ms. Deepti Gaur Mukerjee
Secretary,
Ministry of Corporate Affairs,
Government of India,
New Delhi
Respected Madam,
Subject: Request for introduction of Company Law and LLP Law Settlement Scheme, 2025 (CL & LLSS-2025)
Greetings of the Day!!!
We wish to draw your kind attention towards the ICSI letters dated 7th July, 2023 and 21.10.2024, (copy enclosed) on the abovementioned subject.
The Institute of Company Secretaries of India welcomes the initiative of Ministry of Corporate Affairs for migration of Company & LLP e-Forms from V2 to MCA-21 V3 for the technological upgradation and promoting “Ease of Doing Business”.
Like any other initiative, it also faced teething issues, the majority were related to DSC registration, e-Form downloading, master data updation, login id creation, add role and pre-fill issues etc. This impacted timely filing of Forms of huge number of stakeholders. Additionally, the provisions as laid down under the Companies Act, 2013(the Act) establishes a stricter framework for defaulting companies, imposing higher additional fees. Section 451 of the Act includes a specific provision for increased fines in the event of repeated defaults.
We wish to state that during the last five years following number of companies have not filed their Annual Returns and Audited Financial Statements (data as placed before Lok Sabha on 25th November 2024):
| Financial Year |
No. of Companies not filed Financial Statements |
No. of Companies not filed Annual Return |
| 2018-19 | 1,79,697 | 1,75,034 |
| 2019-20 | 2,18,237 | 2,19,854 |
| 2020-21 | 2,61,785 | 2,58,961 |
| 2021-22 | 3,70,886 | 3,70,021 |
| 2022-23 | 5,30,076 | 5,14,343 |
It is evident from the aforesaid numbers that non-filing by the companies is increasing year by year and in view this, we hereby request for providing a one-time opportunity to companies and LLPs to file their pending documents and e-forms on the MCA-21 V3 portal to make good their default and grant immunity from prosecution. This would help them av id incurring higher fees, fines, and other penalties.
Recognizing such similar concerns, the Ministry has previously issued circulars to provide relief to stakeholders. These circulars have facilitated a fresh start through the Company Law Settlement Scheme, 2014 vide General Circular No. 34/2014 dated 12/08/2014,Company Fresh Start Scheme, 2020 vide General Circular no. 12/2020 dated 30/03/2020 and LLP Settlement Scheme, 2020 vide General Circular No. 13/2020 dated 30/03/2020.
In light of past precedents and the aforementioned submissions, we kindly request you to introduce a scheme called the “Company Law and LLP Law Settlement Scheme, 2025″ (CL&LLSS, 2025)”.
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you
Yours faithfully
(CS Dhananjay Shukla)
President
The Institute of Company Secretaries of India
