General Circular 41/2014 dated 15.10.2014: Company Law Settlement Scheme, 2014 (CLSS-2014) – Clarification u/s 164(2) of the Companies Act, 2013. Immunity from Disqualification to Directors applicable even if Annual Returns are filed after 01/04/2014 but before start of CLSS-2014.
As Per section 164(2)(a) if a Company has has not filed financial statements or annual returns for any continuous period of three financial years its director gets disqualified for re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so. But MCA has vide its General Circular No. 41/2014, Dated: 15.10.2014 clarified that immunity from disqualification of directors pursuant to clause (a) of sub-section (2) of section 164 of the Companies Act, 2013 will be applicable with respect to companies who have filed Balance Sheets and Annual Returns on or after 01/04/2014, but before coming into force of CLSS-2014 with effect from 15.08.2014 as contained in General Circular No. 34/2014 dated 12/08/2014.
Government of India
Ministry of Corporate Affairs
5th Floor, `A’ Wing, Shastri Bhawan,
Dr. R. P. Road, New Delhi
General Circular No. 41/2014,
Dated: 15.10.2014
No. 2/13/2014-CL-v
Subject: COMPANY LAW SETTLEMENT SCHEME, 2014 (CLSS-2014) ‑ Clarification u/s 164(2) of the Companies Act, 2013.
Representations have been received from stakeholders seeking clarification as to whether immunity from disqualification of directors pursuant to clause (a) of sub-section (2) of section 164 of the Companies Act, 2013 will be applicable with respect to companies who have filed Balance Sheets and Annual Returns on or after 01/04/2014, but before coming into force of CLSS-2014 with effect from 15.08.2014 as contained in General Circular No. 34/2014 dated 12/08/2014.
2. The matter has been examined and it is hereby clarified that in case of companies, who have filed their balance sheets and annual returns on or after 01/04/2014 but prior to launch of CLSS-2014, disqualification under clause (a) of sub-section (2) of section 164 of the Companies Act, 2013 shall apply only for prospective defaults, if any, by such
- This issues with the approval of the competent authority.
Yours faithfully,
(k. S. Naarayanan)
Assistant Director (Policy)
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