Condonation of delays in filing documents - Company Law Settlement Scheme, 2011, granting immunity from prosecution and charging additional fee of 25 per cent of actual additional fee payable for filing belated documents. - Companies Law - 59/2011

GENERAL CIRCULAR NO. 59/2011, DATED 5-8-2011 It has been observed that a large number of companies are not filing their due statutory documents ( i.e. Balance Sheets and Annual Returns) timely with the Registrar of Companies. Due to this, the records available in the electronic registry are not updated and thereby are not available to the stakeholders for inspection. Further, due to not filing the documents on time, companies are burdened with additional fee, facing the prosecutions and being debarred from filing other documents electronically as provided in Circular No. 33/2011 , dated 1-6-2011 also. 2. In order to give an opportunity to the defaulting companies to enable them to make their default good by filing such belated documents and to become a regular compliant in future, the Ministry, in exercise of the powers under sections 611(2) and 637B( b ) of the Companies Act, 1956 has decided to introduce a Scheme namely, "Company Law Settlement Scheme, 2011," condoning the delay in filing documents with the Registrar, granting immunity from prosecution and charging additional fee of 25 per cent of actual additional fee payable for filing belated documents under the Companies Act, 1956 and the rules made thereunder. The details of the Scheme are as under:- ( i ) The scheme shall come into force on the 12th August, 2011 and shall remain in force up to 31st October, 2011. ( ii ) Definitions - In this Scheme, unless the context otherwise requires,- ( a ) "Act" means the Companies Act, 1956 (1 of 1956); ( b ) "company" means a company registered under the Companies Act, 1956 and a foreign company falling under section 591 of the Act; ( c ) "defaulting company" means a company registered under the Companies Act, 1956 and a foreign company falling under section 591 of the Act, which has made a default in filing of documents on the due date(s) specified under the Companies Act, 1956 and rules made thereunder; ( d ) "designated authority" means the Registrar of Companies having jurisdiction over the registered office of the company. ( iii ) Applicability - Any "defaulting company" is permitted to file belated documents, which were due for filing till 30-6-2011, in accordance with the provisions of this Scheme; ( iv ) Manner of payment of fees and additional fee on filing belated document for seeking immunity under the Scheme - The defaulting company shall pay statutory filing fees as prescribed under the Companies Act and rules made thereunder along with an additional fee of 25 per cent of the actual additional fee standardised under sub-section (2) of section 611 of the Companies Act, 1956 , payable on the date of filing of each belated document; ( v ) Withdrawal of appeal against prosecution launched for the offences - If the defaulting company has filed any appeal against any notice issued or complaint filed before the competent court for violation of the provisions under the Act in respect of which application is made under this Scheme, the applicant shall before filing an application for issue of immunity certificate, withdraw the appeal and furnish the proof of such withdrawal along with the application; ( vi ) Application for issue of immunity in respect of document(s) filed under the scheme - The application for seeking immunity in respect of belated documents filed under the Scheme may be made electronically in the Form annexed, after closure of Scheme and after the document(s) are taken on file, or on record or approved by the Registrar of Companies as the case may be, but not after the expiry of six months from the date of closure of the Scheme. There shall not be any fee payable on this Form; ( vii ) Order by designated authority granting immunity from the penalty and prosecution - The designated authority shall consider the application and upon being satisfied shall grant the immunity certificate in respect of documents filed in the Scheme; ( viii ) Scheme not to apply to certain documents ( a ) This Scheme shall not apply to the filing of documents other than following documents: Form 20B - Form of filing annual return by a company having a share capital Form 21A - Particulars of annual return for the company not having share capital Forms 23AC 23ACA - Form for filing Balance Sheet and Profit Loss account Form 66 - Form for submission of Compliance Certificate with the Registrar ( b ) This Scheme shall not apply to companies against which action under sub-section (5) of section 560 of the Act has been initiated by the Registrar of Companies; ( ix ) After granting the immunity, the Registrar concerned shall withdraw the prosecution(s) pending if any before the concerned Court(s); 3. At the conclusion of the Scheme, the Registrar shall take necessary action under the Companies Act, 1956 against the companies who have not availed this Scheme and are in default in filing of documents in a timely manner. FORM [Pursuant to Company Law Settlement Scheme, 2011] Application for issue of immunity certificate under the Company Law Settlement Scheme (CLSS), 2011 Note - All fields marked in *are to be mandatorily filled. To The Registrar of Companies, Sir/ Madam, I herewith make an application for issue of immunity certificate under the Company Law Settlement Scheme, 2011 and give below the following particulars, namely: 1.( a )*Corporate identity number (CIN) of the company Pre-fill ( b ) Global location number (GLN) of company 2.( a )Name of the company ( b ) Address of the registered office of the company ( c ) *e-mail ID of the company ( d ) Date of incorporation of the company (DD/MM/YYYY) 3. Details of documents filed under the Company Law Settlement Scheme, 2011 Pre-fill Total number of Service Request Number (SRN)(s) SRN Form number(s) Date of filing (DD/MM/YYYY) Date of event (DD/MM/YYYY) Statutory filing fees (in Rs.) Actual additional fees (in Rs.) Additional fee charged under CLSS, 2011 (in Rs.) Total fees paid (in Rs.) Total (in Rs.) 4. *Whether any appeal(s) was filed against any notice issued or complaint filed before the competent court for violation of the provisions under the Act in respect of the above mentioned document(s). If yes, attach proof of withdrawal of such appeal Yes No Not applicable 5. *Whether any prosecution(s) is pending in court against the company and its officers in respect of belated documents filed under the scheme. If yes, provide details thereof as an attachment. Yes No 6. *Whether any director(s) of the company is declared as proclaimed offender or facing criminal case(s) for economic offences. If yes, provide details of such director(s) as an attachment. Yes No Attachments List of attachments 1. Proof of withdrawal of any appeal(s) against any notice issued or complaint filed before the competent court 2. Details in respect of prosecution(s) pending against the company and its officers in respect of belated documents filed under the scheme which requires withdrawal by the Registrar 3. Details of director(s) declared as proclaimed offender or facing criminal case(s) for economic offences 4. Optional attachment(s) - if any Attach Attach Attach Attach Remove attachment Verification To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete. *o I have been authorised by the Board of directors' resolution number * to sign and submit this application. dated* (DD/MM/YYYY) *o The company had failed to comply with the provisions of the Act as mentioned in respect of filing of above mentioned documents. *o The company has withdrawn the appeals pending before any Court or Company Law Board or Regional Director or any other adjudicating authority. To be digitally signed by Managing Director or director or manager or secretary of the company *Designation *Director identification number of the director or Managing Director; or Income-tax permanent account number (Income-tax PAN) of the manager; or Membership number, if applicable or income-tax PAN of the secretary (secretary of a company who is not a member of ICSI, may quote his/ her income-tax PAN) Modify Check Form Prescrutiny Submit For office use only: Affix filing details eForm Service request number (SRN) eForm filing date (DD/MM/YYYY) Digital signature of the authorising officer This e-Form is hereby approved Confirm submission This e-Form is hereby rejected Date of signing (DD/MM/YYYY)