(Notified vide General Circular 12/2020 dated 30/03/2020)
COMMENCEMENT AND VALIDITY OF THE SCHEME:
The Scheme shall commence from 01.04.2020 and shall be valid till 30.09.2020.
The Scheme shall apply on all Defaulting Companies except:
i. Companies against which action for final notice for striking off the name of the company has already been initiated.
ii. Company which has already filed the application for striking off its name.
iii. Companies which have amalgamated under a scheme of arrangement or compromise under the Companies Act.
iv. Companies which has filed application for obtaining Dormant status.
v. To vanishing companies.
vi. Where any increase in authorized capital or any other matter requiring filing of SH-7 is involved (ICSI Clarification on webinar dt. 01/04/2020), or any charge relating document CHG-1, CHG-4, CHG-8, CHG-9.
Whereas ‘Defaulting Company’ means a company defined under Section 2(20) of Companies Act, 2020 and which has made a default in filing of any document, statement, return etc. including annual statutory document on the MCA-21 Registry.
Note 1: The Scheme does not only covers belated filing of Financial Statements and Annual Return, it covers all returns and documents except those specifically mentioned such as SH-7, CHG-1 etc.
Note 2: List of the forms covered under the Scheme has been uploaded by MCA which can be accessed at the link: http://www.mca.gov.in/Ministry/pdf/CFSS2020_02042020.pdf
Note 3: It must be noted that General Circular No. 11/2020 dated 24/03/2020 which inter-alia provides that no additional fees shall be charged for late filing during a moratorium period from 01st April to 30th September 2020, and the Circulars specifying detailed requirements in this regard are being issued separately. In pursuance thereof General Circular No. 12/2020 dated 30/03/2020 is issued which also states that this Circular is in furtherance of the Circular No. 11/2020 dated 24/03/2020. Therefore relevant part (Point No. 1) of the Circular dated 24/03/2020 shall be read together with and as a part of this Scheme notified vide Circular No. 12/2020 dated 30/03/2020.
RELAXATIONS AND IMMUNITIES UNDER THE SCHEME:
√ The Scheme condones the delay in filing some documents with the Registrar, insofar as it relates to charging of additional fees and granting of immunity from launching of prosecution or proceedings from imposing penalty on account of delay associated with certain filings (any other consequential proceedings will not be exempt). Only normal fess will be payable in such cases.
√ Inactive Companies may either get their Companies declared as ‘Dormant Companies’ or strike off the name of the company by filing applicable forms at normal fees.
√ Companies who have filed appeal against any notice issued or compliant filed or any order passed by the court or Adjudicating Authority for violation of the provisions of Companies Act, 1956 or Companies Act, 2013, in respect of which application is made under this Scheme, shall before filing an application for issue of immunity certificate, withdraw the appeal and furnish proof of appeal with such application.
√ Additional period of 120 days shall be allowed to defaulting companies to file appeal against order imposing penalties due to delayed filing where the last date of filing appeal falls with 1st March 2020 to 31st May. 2020 (both days included) and during such additional period any non-compliance of the order, insofar as it relates to filing of documents, no prosecution shall be initiated against such Companies or its officers.
APPLICATION FOR OBTAINING IMMUNITY CERTIFICATE
The Companies shall file all the belated returns, documents etc. at normal fees within the currency of the Scheme, and within 6 months form the closure of the Scheme shall electronically file CFSS-2020 (no fess is payable on Form CFSS-2) to obtain immunity Certificate.
Immunity shall not be applicable in the matter of any appeal pending before the court of Law and in case management disputes of the company is pending before any court of law or Tribunal.
No immunity shall be provided in case any court has ordered conviction in any matter or any order imposing penalty has been passed by the registrar and no appeal has been preferred against such order of court or tribunal before this scheme came into force.
Q.1 How to file the belated returns for companies under liquidation?
Ans: Only Refund form, GNL-2 (149, 152, 153, 154, 156, 157, 158, 159 and others), INC-28 (Amalgamation/Merger/Demerger/445, 466, 481, Others), MGT-14 (Others) and GNL-4 are allowed to be filed if the company status is under liquidation.
Q.2 Is the CFSS 2020 applicable on foreign company, foreign company having Project Office in India and subsidiary of a foreign company registered in India?
Q.3 Should the returns be filed for the subsidiary where its Holding is currently under liquidation? But the returns relate to the period where the holding had its normal business activities.
Q.4 Under this scheme whether AoC-4 for a year can be filed, without filling the AOC-4 for the previous year?
Ans: Yes, you can file without filing for the previous year. There is no restriction, however it is expected that complete and continuous year filing (without skipping intermediate year) will be good corporate governance.
Q.5 Can a company also file its old annual returns for 3 to 4 years without late fees?
Ans: Yes, without additional fee.
Q.6 How to rectify AOC-4 filed with inadvertent errors?
Ans: AoC-4 or any other STP form filed with inadvertent errors can be marked as ‘defective’ by the jurisdictional RoCs based on evidence and formal request. Once the particular STP is marked as defective fresh filing has to be made.
Q.7 Does the CFSS 2020 allows refund of the late filing fee and penalty which are already paid on Company fillings made before march 2020?
Q.8 Will this scheme be applicable on filing, if due date is falling between period April 2020 to September, 2020?
Ans: Irrespective of the due date additional fee waiver can be availed during the currency of the scheme.
Q.9 Annual Returns as well as Auditor Appointment is not done since April 2015. Can the private limited company avail this scheme?
Ans: All companies can avail the scheme for filing belated documents.
Q.10 If company is under NCLT, and Operations are managed by IP, whether he can opt under this scheme?
Ans: Yes, if the company status is not struck off and if it struck off it can take the benefit after it is revived.