COMPANIES FRESH START SCHEME (CFSS), 2020- DETAILED GUIDE

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

Also Read:

Active Company Tagging Identities and Verification (ACTIVE) Under Companies Act