In order to facilitate Indian Companies to make a Fresh Start on a clean slate, the Ministry of Corporate Affairs has come up with a scheme in its circular dated 24-03-2020 as a relief measure in COVID-19 Pandemic to assist the Companies to complete the Pending compliances at a nominal fee (Without Any Additional Fees). This scheme is called COMPANIES FRESH START SCHEME (CFSS), 2020.It is an Amnesty Scheme for the by the Ministry of Corporate Affairs in which a One Time Opportunity has been provided to the Defaulting Companies to complete all Pending Compliances without incurring any Additional Fees on account of Delay in Filing of Documents.
What exactly is companies fresh start scheme (CFSS)?
Well, the Defaulting Companies which have not filed Annual returns for the past years and not able to file currently due to the enormous additional fee, will now be given a waiver from the additional fees and need to pay only the Normal fee for filing the forms. This will be a huge relief for many Companies as the major burden is waived away. Going forward, it enables them to be compliant with the Company Act 2013 provisions and carry on the business in an efficient manner.
What is the Time limit for this scheme?
This Scheme will be effective till 30th September 2020 (Extended Date: 31st December 2020).
What are the forms that CAN be filed bu a company under this scheme?
|S.No.||Act||Form No.||Form Description|
|1||CA 1956||20B||Annual Return.|
|2||CA 1956||21A||Annual Return for company having no share capital.|
|3||CA 1956||23B||Notice by Auditor.|
|4||CA 1956||23C||Appointment of Cost Auditors.|
|5||CA 1956||23D||Information by Cost Auditor to Central Government.|
|6||CA 1956||23AC||Filing Balance Sheet and other documents with the Registrar|
|7||CA 1956||23AC- XBRL||Form for filing XBRL document in respect of Balance Sheet and other documents with the Registrar.|
|8||CA 1956||Form 66||Form for submission of Compliance Certificate.|
|9||CA 1956||I-XBRL||Form for filing XBRL document in respect of Cost Audit Report and other documents with the Central Government.|
|10||CA 1956||A-XBRL||Form for filing XBRL document in respect of compliance report and other documents with the Central Government.|
|11||CA 2013||INC-4||Intimation for Change in Member/Nominee.|
|12||CA 2013||INC-5||One Person Company-Intimation of exceeding threshold.|
|13||CA 2013||INC-6||One Person Company–Application for Conversion.|
|14||CA 2013||INC-12||Application for grant of License under section 8.|
|15||CA 2013||INC-20||Intimation to Registrar of revocation/surrender of license issued under section 8.|
|16||CA 2013||INC-20A||Declaration for Commencement of Business.|
|17||CA 2013||INC-22||Notice of Situation or Change of situation of Registered Office of the Company.|
|18||CA 2013||INC- 22A(ACTIV E)||Active Company Tagging Identities and Verification (ACTIVE).|
|19||CA 2013||INC-27||Conversion of Public Company into Private Company or Private Company into Public Company|
|20||CA 2013||INC-28||Notice of Order of the Court or Tribunal or any other competent authority.|
|21||CA 2013||PAS-3||Return of allotment.|
|22||CA 2013||SH-11||Return in respect of Buy-Back of securities.|
|23||CA 2013||DPT-3||Return of Deposits.|
|24||CA 2013||DPT-4||Statement regarding deposits existing on the commencement of the Act.|
|25||CA 2013||MGT-6||Return to the Registrar in respect of declaration under section 89 received by the company.|
|26||CA 2013||MGT-7||Annual Return.|
|27||CA 2013||MGT-10||Changes in shareholding position of promoters and top ten shareholders.|
|28||CA 2013||MGT-14||Filing of Resolutions and agreements to the Registrar under section 117.|
|29||CA 2013||MGT-15||Form for filing Report on Annual General Meeting.|
|30||CA 2013||AOC-4||Form for filing Financial Statement and other documents with the Registrar.|
|31||CA 2013||AOC-4 CFS||Form for filing Consolidated Financial Statements and other documents with the Registrar.|
|32||CA 2013||AOC- 4(XBRL)||Form for filing XBRL document in respect of Financial Statement and other documents with the Registrar.|
|33||CA 2013||AOC-4 (NBFC) (IND-AS)||Form for filing Financial Statement and other documents with the Registrar for NBFCs.|
|34||CA 2013||AOC-4 CFS (NBFC) (IND-AS)||Form for filing Consolidated Financial Statements and other documents with the Registrar for NBFCs.|
|35||CA 2013||AOC-5||Notice of address at which books of account are maintained.|
|36||CA 2013||ADT-1||Information to the Registrar by company for appointment of auditor.|
|37||CA 2013||ADT-2||Application for removal of auditor(s) from his/their office before expiry of term.|
|38||CA 2013||ADT-3||Notice of Resignation by the Auditor.|
|39||CA 2013||DIR-3C||Intimation of Director Identification Number by the company to the Registrar.|
|40||CA 2013||DIR-3 KYC/Web form||Application for KYC of Directors.|
|41||CA 2013||DIR-11||Notice of resignation of a Director to the Registrar.|
|42||CA 2013||DIR-12||Particulars of appointment of Directors and the Key Managerial Personnel and the changes among them.|
|43||CA 2013||MR-1||Return of appointment of Key Managerial Personnel.|
|44||CA 2013||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.|
|45||CA 2013||FC-1||Information to be filed by Foreign Company.|
|46||CA 2013||FC-2||Return of alteration in the documents filed for registration by Foreign Company.|
|47||CA 2013||FC-3||Annual accounts along with the list of all principal places of business in India established by Foreign Company.|
|48||CA 2013||FC-4||Annual Return of a Foreign Company.|
|49||CA 2013||NDH-1||Return of Statutory Compliances.|
|50||CA 2013||NDH-2||Application for extension of time.|
|51||CA 2013||NDH-3||Return of Nidhi Company for the half year ended.|
|52||CA 2013||NDH-4||Application for declaration as Nidhi Company and for updation of status by Nidhis.|
|53||CA 2013||MSC-1||Application to ROC for obtaining the status of dormant company.|
|54||CA 2013||MSC-3||Return of dormant companies.|
|55||CA 2013||CRA-2||Form of Intimation of appointment of Cost Auditor by the company to Central Government.|
|56||CA 2013||CRA-4||Form for filing Cost Audit Report with the Central Government.|
|57||CA 2013||BEN-2||Return to the Registrar in respect of declaration under section 90.|
|58||CA 2013||GNL-2||Form for submission of documents with the Registrar.|
|59||CA 2013||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.|
|60||CA 2013||IEPF-1||Statement of amounts credited to the Investor Education and Protection Fund.|
|61||CA 2013||IEPF-2||Statement of unclaimed or unpaid amounts.|
|62||CA 2013||IEPF-3||Statement of shares and unclaimed or unpaid dividend not transferred to the Investor Education and Protection Fund.|
|63||CA 2013||IEPF-4||Statement of shares transferred to the Investor Education and Protection Fund.|
|64||CA 2013||IEPF-5 e- verification report||Application to the authority for claiming unpaid amounts and shares out of Investor Education and Protection Fund (IEPF)–E- verification report.|
|65||CA 2013||IEPF-6||Statement of unclaimed or unpaid amounts to be transferred to the Investor Education and Protection Fund.|
|66||CA 2013||IEPF-7||Statement of amounts credited to IEPF on account of shares transferred to the fund.|
|67||LLP||FORM 3||Information with regard to Limited Liability Partnership agreement and changes, if any, made therein.|
|68||LLP||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.|
|69||LLP||FORM 5||Notice for change of name.|
|70||LLP||FORM 8||Statement of Account & Solvency.|
|71||LLP||FORM 11||Annual Return of Limited Liability Partnership (LLP)|
|72||LLP||FORM 12||Form for intimating other address for service of documents.|
|73||LLP||FORM 15||Notice for change of place of registered office.|
|74||LLP||FORM 22||Notice of intimation of Order of Court/ Tribunal/CLB/ Central Government to the Registrar.|
|75||LLP||FORM 23||Application for direction to Limited Liability Partnership (LLP) to change its name to the Registrar.|
|76||LLP||Form 27 LLP||Form for registration of particulars by Foreign Limited Liability Partnership (FLLP)|
|77||LLP||Form 29 LLP||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.|
|78||LLP||FORM 31||Application for compounding of an offence under the Act.|
What are the forms that CAN’T be filed by a Company under this scheme?
All forms that provide documentary evidence for any actions taken by the company and statement of accounts etc. can be filed with the MCA 21 Registry under this scheme. The following forms cannot be filed by a Company
- Increase of Authorised Share capital (Form SH-7)
- Charge forms (Form CHG 1, Form CHG4, Form CHG 8, Form CHG 9 for Creation, Modification & Satisfaction of Charges)
(For instance, Form PAS 3 is not filed by a Company for Allotment of shares and raising funds, then they can file the same without any penalty, this will be exempted from prosecution or proceeding from the Designated Authority. Hence, the Companies Fresh start scheme (CFSS) provides Immunity/relief here.
If the same amount is utilised by the Company without filing Form PAS 3, then prosecution or proceedings relation to utilisation of Money received by the Company without informing the MCA 21 Registry shall be ordered by the Designated Authority
Therefore, any other consequence apart from filing of documents and statement of accounts etc, will not be provided with immunity/relief under this scheme)
Can all Companies apply under this scheme and file the pending forms?
Certain Companies are PROHIBITED from filing the forms under this scheme, they are as mentioned below –
- Companies against which final notice of Action for Strike off u/s 248 of Companies Act 2013 is already initiated
- Companies have already filed an application for Strike off u/s 248 of CA2013 with the MCA
- Companies which have initiated action for Amalgamation under scheme of arrangement or compromise under the Act
- Companies which have filed application for obtaining Dormant status u/s 455
- Vanishing Companies
How will it help Inactive Companies?
Well, Inactive Companies can proceed to file all the Annual returns with MCA 21 Registry with the Nominal fees and later proceed with
- Applying for Dormant status, if the Company wish to carry on the business on a future date with minimal Annual filings post Dormant status approval
- Applying for Strike off, if the Company intends not to carry on any business and close the same.
6. What is the procedure to be followed under this scheme?
If Company wants to en-cash the benefits under this scheme then,
- All the relevant MCA filings applicable to the Company, need to filed with the Nominal fees and ensure compliance as per Companies Act 2013.
- Post the completion of the above process, the Company has to file e-Form CFSS- Application for issue of Immunity Certificate under the Companies Fresh Start Scheme (CFSS) 2020 after 31st December 2020 but before June 2021 (Form yet to be notified).
- Receive Immunity Certificate under Companies Fresh Start Scheme CFSS 2020 as an approval from the Designated Authority for completing all the compliance filing with the MCA 21 Registry.
Will Immunity Certificate under Companies Fresh Start Scheme (CFSS) be issued to all Companies ensuring filings under this Scheme?
The following Companies will not be issued Immunity Certificate under Companies Fresh Start Scheme (CFSS) 2020
- Company matters pending before the Court of Law and in case of management disputes in the Company is pending before the Court of Law or Tribunal
- Court has order conviction in any matter or an order imposing penalty has been passed by adjudication authority under this Act and no appeal is made before 31st March 2020.
(*Note – Exemption of additional fee for filing forms for reporting the documentation and Statement of accounts etc will be available, only Immunity Certificate Under Companies Fresh Start Scheme CFSS 2020 will not be issued
What is the advantage/effect of Immunity provided in this Scheme?
After granting this Immunity, the Designated Authority shall withdrawn the pending prosecution before any competent court or proceedings of adjudication of penalties u/s 454 of the Companies Act 2013, other than Companies falling in Qt no 7, shall be deemed to have been completed without any further action initiated by the Designated Authority.
What will happen if a Company has received an order passed by the Competent Authority and has failed to make an appeal ?
While the Order has imposed penalties with respect to filing of any documents, statement of accounts etc, as per the MCA 21 registry and no appeal has been made as on the 01st April 2020, then
- The last date to file an appeal against order falls in between 01 March 2020 and 31st May 2020 (both days included), a period of 120 additional days will be provided to all such Companies and their officers to file the appeal before the Concerned Regional Directors
- If the order relates to filing of documents, statement of accounts, with the MCA 21 Registry, prosecution for the same shall not be initiated against the Company or its officers, provided the Company follow the CFSS scheme protocol and completes all the filings.
Note – DIN holders of DINs marked as ‘Deactivated’ due to non-filing of DIR-3KYC/DIR-3 KYC-Web and those Companies whose compliance status has been marked as “ACTIVE non-compliant” due to non-filing of Active Company Tagging Identities and Verification(ACTIVE) eform are encouraged to become compliant once again in pursuance of the General Circular No. 11 dated 24th March, 2020 & General Circular No.12 dated 30th March 2020 and file DIR-3KYC/DIR-3KYC-Web/ACTIVE as the case may be between 1st April, 2020 to 30th September, 2020 without any filing fee of INR 5000/INR 10000 respectively.
Official Notification : http://www.mca.gov.in/Ministry/pdf/Circular12_30032020.pdf