Fresh Start Scheme, 2020 (CFSS -2020) and Modified LLP Settlement Scheme, 2020 (LLPSS-2020)- Golden Opportunity to clean the slate.

List of Forms and certain FAQs/ Clarifications 

This Scheme is for Defaulting Companies who have failed to file the Forms, Returns, Statement or Documents with Ministry of Corporate Affairs. You may say that directors which have been disqualified shall stay that way as they are not going to be benefited from the Scheme:

Whereas, with a view to giving an opportunity for the non-compliant, defaulting companies to rectify the default, in exercise of its powers conferred under sections 403, 459 and 460 of the Companies Act, 2013, the Central Government has decided to introduce this Schemes.

We have discussed in our earlier Article dated 01 April, 2020 why, what and How this Scheme will work and lastly discussed is it enough and right time to bring out such time bound scheme with uncertainty around with disruption in business and global economy. The Link of the said Article is as follow.

One clarification , in our Article of 01 April, 2020 we have mentioned that this Scheme may not be applicable and availed by Foreign Company as the definition in the Circular 12/2020 covers only Company Registered in India. However after the clarification by MCA in the webinar of 01 April, 2020 and list of Forms displayed on MCA portal it seems that MCA wants even Foreign Company to take benefit of this Scheme. The intention are not coming clear in the print and hence we suggested that it is not applicable to Foreign Company, which now stands revised.  

https://taxguru.in/income-tax/fresh-start-a-slate-companies-llps-india.html

Institute of Company Secretaries of India (ICSI) has organized a Webinar on  1st April, 2020 with Senior Officers of Ministry of Corporate Affairs (MCA) to discuss about new Scheme rolled out by MCA vide Circular No.12/ 2020 and Circular 13/ 2020 both issued on 30th March, 2020 for the Companies and LLP effective from 1st April, 2020 for more relaxations and incentivize the Companies and LLP to start fresh as Compliant Entity. The same are as follow:

(a) For the Companies a new Scheme namely Companies Fresh Start Scheme , 2020 under Circular No. 12/2020 (CFSS, 2020) and

(b) For the LLPs by modification in LLP Settlement Scheme, 2020 under Circular No. 13./2020  (LLPSS-2020, which is modification in LLP Settlement Scheme, 2020 issued on March 04, 2020 under Circular No. 6 /2020).

The Webinar was attended by approx. 3000 professionals and  approx. 75 questions were answered by the officers of MCA namely Mr. K S Narayan and  Mr. Bhaskar, on the policy matter and technical matters of these two Scheme.

Under these two Scheme the Company or LLP can file any number of forms, returns, documents and for any number of years, unlike CODS 2018, which was allowing 20 forms in one Form e-CODS 2018. Further for filing Form CFSS -2020 no filing fee is required to be paid unlike Form e-CODS-2018 , for which the filing fees was Rs.30,000/-for set of 20 Forms only.

Mr. Bhaskar said in the Webinar that total 76 Forms will be allowed to be filed with MCA under these two Schemes, out of which 10 forms are pertaining to the Companies Act, 1956, 12 forms are pertaining to LLPs and 56 forms are pertaining to the Companies Act, 2013. The list of these Forms are now available on MCA portal and link is as follow:

http://www.mca.gov.in/Ministry/pdf/CFSS2020_02042020.pdf

List of 8 Forms allowed to be filed of Companies Act, 1956 under CFSS -2020

Sr No. Form Particulars
1 Form 20B Filing annual return by a company having a share capital
2 Form 21A Particulars of annual return for the company not having share capital
3 Form 23AC/ACA Filing balance sheet and other documents
4 Form 23ACA Filing Profit and Loss account and other documents
5 Form 23AC XBRL Filing XBRL document in respect of balance sheet and other documents
6 Form 23ACA XBRL Filing XBRL document in respect of Profit and Loss account and other documents
7 Form 23B Information by auditor to Registrar
8 Form 23 C Form of application to the Central Government for appointment of cost auditor.
9 Form 23 D Information by cost auditor to Central Government
10 Form 66 Form for submission of compliance certificate issued by Company Secretary in practice

List of 12 Forms allowed to be filed of LLP Act, 2008 under LLPSS  -2020

Sr No. Form Particulars
1 Form 3 Information with regard to limited liability partnership agreement and changes, if any, made therein
2 Form 4 Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner. and consent to become a partner/designated partner
3 Form 5 Notice for change of Name
4 Form 8 Statement of Account & Solvency
5 Form 11 Annual Return of Limited Liability Partnership (LLP)
6 Form 12 Form for intimating other address for service of documents
7 Form 15 Notice for change of place of registered office
8 Form 22 Notice of intimation of Order of Court/ Tribunal/CLB/ Central Government to the Registrar
9 Form 23 Application for Direction to Limited Liability Partnership (LLP) to change its name to the Registrar
10 Form 27 Form for registration of particulars by Foreign Limited Liability Partnership (FLLP)
11 Form 29 Notice of (A) alteration in the certificate of incorporation or registration; (B) alteration in names and addresses of any of the persons authorised to accept service on behalf of a foreign limited liability partnership (FLLP) (C) alteration in the principal place of business in India of FLLP (D) cessation to have a place of business in India
12 Form 31 Application for compounding of an offence under the Act

List of 54 Forms allowed to be filed of Companies Act, 2013 under CFSS -2020

Sr No. Form Particulars
1 Form 1-XBRL Form for filing XBRL document in respect of cost audit report and other documents with the Central Government
2 Form A-XBRL Form for filing XBRL document in respect of compliance report and other documents with the Central Government
3 Form ADT-1 Information to the Registrar by Company for appointment of Auditor
4 Form ADT-2 Application for removal of auditor(s) from his/their office before expiry of term
5 Form ADT-3 Notice of Resignation by the Auditor
6 Form AoC-4 Form for filing financial statement and other documents with the Registrar
7 Form AoC-4 CFS Form for filing consolidated financial statements and other documents with the Registrar
8 Form AoC-4 XBRL Form for filing XBRL document in respect of financial statement and other documents with the Registrar
9 Form AoC-5 Notice of address at which books of account are maintained
10 Form BEN-2 Return to the Registrar in respect of declaration under section 90
11 Form CRA-2 Form of intimation of appointment of cost auditor by the company to Central Government
12 Form CRA-4 Form for filing Cost Audit Report with the Central Government.
13 Form DIR -3C Application for allotment of Director Identification Number before appointment in an existing company
14 Form DIR-3 KYC Intimation of Director Identification Number by the company to the Registrar DIN services
15 Form DIR -11 Notice of resignation of a director to the Registrar
16 Form DIR -12 Particulars of appointment of Directors and the key managerial personnel and the changes among them
17 Form DPT-3 Return of deposits
18 Form DPT-4 Statement regarding deposits existing on the commencement of the Act
19 Form FC-1 Information to be filed by foreign company

 

20 Form FC-2 Return of alteration in the documents filed for registration by foreign company
21 Form  FC -3 Annual accounts along with the list of all principal places of business in India established by foreign company
22 Form FC-4 Annual Return of a Foreign company
23 Form GNL-2 Form for submission of documents with the Registrar
24 Form GNL-3 Particulars of person(s) or key managerial personnel charged or specified for the purpose of sub-clause (iii) or (iv) of clause 60 of section 2
25 Form IEPF-1 Statement of amounts credited to the Investor Education and Protection Fund
26 Form IEPF-2 Statement of unclaimed or unpaid amounts
27 Form IEPF-3 Statement of shares and unclaimed or unpaid dividend not transferred to the Investor Education and Protection Fund
28 Form IEPF-4 Statement of shares transferred to the Investor Education and Protection Fund
29 Form IEPF-6 Statement of unclaimed or unpaid amounts to be transferred to the Investor Education and Protection Fund
30 Form IEPF-7 Statement of amounts credited to IEPF on account of shares transferred to the fund
31 Form IEPF-e-verification Report Application to the authority for claiming unpaid amounts and shares out of Investor Education and Protection Fund (IEPF) – E-verification report
32 Form INC-4 One Person Company- Change in Member/Nominee
33 Form INC-5 One Person Company- Intimation of exceeding threshold
34 Form INC-6 One Person Company – Application for Conversion
35 Form INC-12 Application for grant of License under section 8
36 Form  INC-20A Declaration for commencement of business
37 Form INC-20 Intimation to Registrar of revocation/surrender of license issued under section 8
38 Form INC-22 Notice of situation or change of situation of registered office
39 Form INC-22A Active Company Tagging Identities and Verification (ACTIVE)
40 Form INC-27 Conversion of public company into private company or private company into public company
41 Form INC-28 Notice of order of the Court or Tribunal or any other competent authority
42 Form MGT-6 Persons not holding beneficial interest in shares
43 Form MGT-7 Annual Return
44 Form MGT-10 Changes in shareholding position of promoters and top ten shareholders
45 Form MGT-14 Filing of Resolutions and agreements to the Registrar
46 Form MGT-15 Form for filing Report on Annual General Meeting
47 Form MR-1 Return of appointment of key managerial personnel
48 Form MR-2 Form of Application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors
49 Form MSC-1 Application to Registrar for obtaining the status of dormant company
50 Form MSC-3 Return of Dormant Companies
51 Form NDH-1 Return of Statutory Compliances
52 Form NDH-2 Application for extension of time
53 Form NDH-3 Return of Nidhi Company for the half year ended
54 Form NDH-4 Application for declaration as Nidhi Company and for updation of status by Nidhis
53 Form PAS-3 Return of allotment
54 Form SH-11 Return in respect of buy-back of securities

Certain Q & A/ clarification by MCA officers

1. Surprisingly, the definition of Company in Circular No. 12 dated 30th March, 2020 covers only those companies defined under Section 2 (20) of the Companies Act, 2013 but MCA officers stated in the webinar that the Foreign Company which has Branch or Liaison office in India can also file Forms that are required to be file under Chapter 22 of the Companies Act, 2013 and in the list of Forms those Forms are covered. This shows that the intent of MCA is to support all businesses under this testing time for business and economy in the outbreak of COVID-19 pandemic.

2. No additional filing fees will be required to be paid, however normal fees wherever applicable is required to be paid.

3. Companies are required to file Form CFSS-2020 without any filing fees, after closure of the Scheme with in six months and after approval of Forms / returns filed,

4. Form CFSS-2020 is a simple form giving details of CIN ( Corporate Identification Number) Name of the Company and its Registered Office address, email of the Company will be filled or may be prefilled and list of forms filed with SRN to be given.

5. As an attachment to the Form CFSS-2020 only two documents are required, if applicable (a) Proof of withdrawal of APPEAL, if any filed by the Company against any Notice issued or Complaint filed or an Order passed by a Court or by an Adjudicating Authority under the Act and (b) Details in respect of prosecution pending against the Company or its officers in respects of such belated documents filed under the Scheme which requires withdrawal by the Registrar.

6. Immunity to be given only for those forms filed under the Scheme and not for any previously filed Forms. This scheme is not from retrospective effect.

7. Board of Directors of the Company is required to pass resolution authorizing Director/ CFO/ CEO or CS to file the Form CFSS

8. All kind of Company can avail the benefit of the Scheme ( OPC, Private, Public, Nidhi, Producer Company , NBFC and even Foreign Company etc)

9. For any strike offed company, first it has to be revised u/s 252 by order of NCLT, then make the status as ACTIVE and then only such Company can avail the benefit of the Scheme

10. For Form MGT 14 no need to make application to CG under Form CG-1

11. For conversion of public company Form INC-27 can be filed directly

12. For company where all directors are disqualified, it has to appoint one Director through Backend process, file DIR -3 KYC, INC-22 and bring the Status of the Company as ACTIVE and then only it can avail benefit of this scheme

13. This Scheme does not cure defect of Disqualified Director

14. For LLP filing of Forms due for filing till 31st August 2020 is only allowed

15. In case any Company has received Notice or Order is passed by the Adjudicating Authority (RoC), keep in mind that there are three stages to understand (1) Adjudication (2) Appeal and (3) Immunity. Hence in such cases, Appeal is required to be filed before Regional Director (RD) and Company to request RD to relax the penalty, then  to file Form INC -28 and then avail benefit of CFSS-2020 and file all belated documents and then file Form CFSS-2020

16. If Private Limited Company has delayed in filing its annual filing, it must have lost the exemptions given under Notification of MCA dated 5th June, 2015. Such private limited company if files belated documents under CFSS 2020, the exemption will be available in future and not with retrospective effect. In the interim period such private limited company cannot avail exemptions notified vide Notification dated 5th June 2015.

17. This Scheme is not for any form for name availability or Incorporation related documents.

18. However, during this locked out period , name approval lapses due to end of 60 days or 30 days as the case may be, ticket can be generated and case to case basis MCA may allow the name or resubmission.

19. The Scheme cannot be availed form filing Form AoC-4 for any reason , except the RoC mark earlier form filed as defective then fresh AoC-4 Form can be filed under this Scheme

20. The Scheme does not absolve the Company or its Officers in Default from any substantial violation of law. The immunity is only with respect to filing of the belated documents under the Scheme. Example filing of annual return and balance sheet under the scheme will give immunity with respect to penalty for filing these belated documents. However if the Annual General Meeting is not convened with in statutorily prescribed time is violation of section/ law for which prosecution or adjudication may be initiated. Similarly non composition of CSR Committee as required under section 135 cannot be absolved under this Scheme.

21. The Company need to have ACTIVE status before availing the benefit of CFSS -2020 scheme. Hence the Company need to ensure bringing status from Dormant or Strike off to ACTIVE by following due process of law

22. If a company has already filed Application to Registrar for Strike off but the Final Order of strike off is not yet given , such company is not required to file any form , return under this scheme

23. The Scheme allow filing of any forms except FormSH-7 and Charge related four Forms, that means all event based forms are also allowed to be filed under the CFSS-2020 scheme

24. Forms for Charge filing like Form CHG-1, CHG4, CHG 8 and CHG 9 are not covered in CFSS -2020 scheme as there could be other implication/ ramification under other law like IBC 2016.

25. Form SH-7 for increase in authorized capital is also not covered under CFSS-2020. MCA as policy maker assumes that if the Company is doing good and progressing then only it will bring additional capital and hence there is no need to support such companies by waiving additional filing fees.

26. Companies which have not filed INC-22A and now want to file application for Strike off under CFSS-2020. Such companies are ideally require to go with clean hands by filing Form INC-22 A and then file Form STK-2

27. The Scheme can be availed for filing all forms with reference to IEPF also

28. If the Registrar has already launched prosecution against the Company, the Company can still file the Forms, returns or belated documents under CFSS-2020 scheme but Immunity is not given against such prosecution. The prosecution may continue as per process of law. This Scheme does not absolve Company or Officers in Default from violation of provisions of the sections , it can absolve only from the penalty or prosecution with respect to filing of documents under the Scheme

29. If the Company has not filed Form INC-20A after formation and not obtained Business Commencement, then such company can file INC-2)A under the Scheme and Registrar shall not adjudicate such violation

30. Immunity certificate is not issued in case if Appeal is pending before the Court and if Management Dispute pending before the Court or Tribunal

31. If company has delayed in filing RD Order under Form INC-28, the Company need to first get the condonation order from RD and then File Form INC-28 and then can avail the benefit of CFSS-2020 scheme

32. If the Company fail to change its status as ACTIVE before closure of the CFSS-2020 Scheme, the Company cannot take benefit of the Scheme. The clear message is that first for availing the benefit of CFSS -2020 the status of the Company is required to be ACTIVE and secondly the belated documents are required to be filed during the period when the Scheme is in effect.

33. MCA Portal will be mapped with new forms for filing under this two Scheme and meanwhile ignore if MCA Portal showing additional filing fees and certain mandatory filing of INC-28 will be removed for filing MGT-14 for delay of any number of days.

34. Purpose of the Scheme– This offer is during Nationwide Locked out position to relax the worry of business owners of financial burden of additional fees and giving them fresh start opportunity. Apart from that MCA also intends to clear all past non compliances in filing of documents. This will give opportunity to MCA to weed out Inactive Company and update its records to monitor and govern few compliant companies only and that too with all updated documents.

35. If the Company is undergoing CIRP ( Corporate Insolvency Resolution Process) under IBC 2016 , Insolvency Professional can avail the benefit of this scheme.

36. MCA may issue an internal circular to all RoC to expedite the process of admitting new director from back end process to enable such companies to avail the benefit of the Scheme during the period till which it remains open.

37. If any company is in the process of shifting its Registered Office from one State to another , however due to this Nationwide Locked Out, the Company could not send notices to Chief Secretary of the State and could not file Form INC-23, it can also avail the benefit of this Scheme, however MCA shall examine and check if the system allows or restrict filing of Form INC-23 and will sort out the issue.

38. In an LLP ( question had come from UP for RoC Kanpur) , two designated partners cased but their name is still appearing on MCA Portal as Form 3 and 4 are not filed and now current Designated Partners wants to avail the benefit of LLPSS-2020 scheme for filing Belated Documents , what is the course of action . MCA officer replied to raise the ticket and as a specific case they will take suitable action to resolve the issue.

39. For Active- Non Compliant Company, first the status to be changed to ACTIVE , by filing Form INC-22, DIR 3 KYC then avail the benefit of this Scheme.

Unanswered Question

How Company or LLP are allowed now to make Application under various Forms like as below, what are the implications of now filing this Form for previous period, can license can be applied now for Section 8 Company? How filing of Form MR-2 is possible without approval of Central Government in earlier period. However, as per our understanding MCA wants to absolve the companies from additional filing of fees for such delayed forms and at the same time for any violation of substantial law the Company and its Officers in Default will be prosecuted or adjudicated.

Sr No. Form No Particulars
1 Form 23 Application for Direction to Limited Liability Partnership (LLP) to change its name to the Registrar
2 Form 31 Application for compounding of an offence under the Act
3 Form ADT-2 Application for removal of auditor(s) from his/their office before expiry of term
4 Form INC-6 One Person Company – Application for Conversion
5 Form INC-12 Application for grant of License under section 8
6 Form MR-2 Form of Application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors

Conclusion:  A welcome move and a Golden Opportunity as mentioned by MCA officers that this is first time of this kind of Scheme is given by MCA in which all additional fees are waived for all kind of forms , returns and documents for past many years . This offer is considering the difficult financial or economic conditions in the wake of outbreak of COVID-19 and also to incentivize Companies and LLP to become complaint and start fresh in this new FY 2020-21. There are certain issues and matters which will require clarification from MCA with respect to certain forms which are in the form of Application. However as a professional we all must guide, advocate and encourage our companies and LLPs to avail the benefit of these Scheme and clean all sins of past and come with SWATCH CORPORATE image.

Disclaimer*This brief article is not intended for solicitation or advertising This is of a general nature for knowledge sharing only.

Author Bio

Qualification: CS
Company: Amita Desai & Co
Location: Mumbai, Maharashtra, IN
Member Since: 04 May 2017 | Total Posts: 27
Amita Desai is a Fellow Company Secretary and Insolvency professional in practice since 1995 Her expertise lies in following .She can be reached at amita@amitadesai.com 1. Business and Legal Advisory on Corporate Law 2. Foreign Exchange Management Act 3. Drafting and Appearance before Tribunal View Full Profile

My Published Posts

More Under Company Law

4 Comments

  1. CA. Deepali Mangwani says:

    Hi,
    Point no. 10. in answers by officers states that ‘For Form MGT 14 no need to make application to CG under Form CG-1’
    Although, the FAQs issued by MCA on its portal specifies in Ques 10 that ‘For filing MGT-14 beyond 300 days, condonation is required’

    Whether CG-1 to be filed or the delay is automatically condoned?
    Please clarify.

    1. Amita Desai says:

      The same will be available after the scheme is over . In the Form CFSS-2020 , details of all forms which a company must have filed need to be mentioned with the Service Request Number (SRN) generated for those forms for which Immunity Certificate will be issued by the concerned authority at MCA

Leave a Comment

Your email address will not be published. Required fields are marked *

Search Posts by Date

October 2020
M T W T F S S
 1234
567891011
12131415161718
19202122232425
262728293031