Companies Fresh Start Scheme, 2020

On receipt of various representation from the stakeholders, Ministry of Corporate Affairs (‘MCA’) by exercising its power under section 460 read with section 403 of the Companies Act 2013 had on 30^th day of March 2020 launched a ‘Companies Fresh Start Scheme, 2020’ (“CFSS -2020’’) vide General Circular No. 12/2020, which allows Companies to make a fresh beginning as fully compliant entities by making good any defaults related to statutory filings, without paying the additional fees irrespective of the duration of the default. The CFSS – 2020 provides a one-time opportunity to file all the pending documents including the Annual Filing of the Company without payment of additional fees. The CFSS -2020 shall remain into force from 1st day of April 2020 to the 30^th day of September 2020. Insights from CFSS – 2020:

• Granting immunity from the launching of prosecution or proceedings for imposing a penalty on account of delay associated with certain filings.
• Condoning the delay in filing of any of the documents, statements, returns, etc. including annual statutory documents such as annual returns and financial statements.
• During the period in which CFSS – 2020 is effective, no additional fee would be levied and only normal fees for filing of documents on MCA 21 would be payable.
• Any appeal filed by the Company against any notice issued or complaint filed or an order passed by a court or an adjudicating authority concerning the default in statutory filings under the Companies Act, 2013 needs to be withdrawn.
• In case, no appeal is filed against such order and the last date of filing appeal is between 1^st day of March, 2020 and 31^st day of May 2020 (both days inclusive), a period of additional 120 days shall be allowed to file the appeal by the Company and its officers.

During this additional period, no prosecution can be initiated for non-compliance of the order of the adjudicating authority issued under the provisions of Section 454(8) of the Companies Act, 2013, in so far as it relates to delay in filing of any document, statement or returns on MCA-21. Procedural formalities for seeking immunity: An application for seeking immunity has to be made electronically in E-form CFSS-2020 after the closure of the Scheme but not after 6 months from the date of closure. Provided that no immunity under the CFSS – 2020 would be available in respect of any appeal pending in the court against the management disputes or in case of conviction order already passed by a court or adjudicating authority. Based on the above declaration, a certificate of immunity would be granted. Effect of immunity: After granting the immunity, the concerned office of Registrar of Companies shall withdraw the prosecution(s) pending, if any, before the concerned courts(s) and the proceedings of adjudication of penalties shall be deemed to be completed without any further action. CFSS -2020 does not apply in the following cases:

• Where the documents are related to Increase in authorized share capital (e-Form SH-7) and charges (e-forms CHG-1, CHG-4, CHG-8 & CHG-9);
• Where final notice for striking-off the name of the Company has already been issued by the office of concerned Registrar of Companies under the provisions of Section 248 of the Companies Act, 2013;
• Where the Company has made an application for striking-off the name of the Company;
• Where the Companies are amalgamated under the scheme of Compromise & Arrangement;
• Where the Company has applied for acquiring the status of the dormant company prior to the introduction of the scheme; and
• In the case of Vanishing Companies.

Scheme for Inactive Companies The defaulting inactive companies while making an application in Form CFSS-2020 can simultaneously apply for the following actions:

• Application for dormant status under the provisions of Section 455 of the Companies Act, 2013 by filing Form MSC-1 at a nominal fee; or
• Application for striking-off the name of the company by filing Form STK-2 on payment of statutory fee.

Note: Companies who were in default of filing the above said statutory documents and who do not avail the benefit of the scheme would be liable for necessary action by the office of concerned Registrar of Companies. Last Updated: 3rd April 2020 This article is contributed by:  Luv Malhotra Senior Manager, Legal  

Tag: MCA, Ministry of Corporate Affairs