Late filing Fees of Rs 100 per day for ROC annual filing after 30/06/2018

Size: px

Start display at page:

Download "Late filing Fees of Rs 100 per day for ROC annual filing after 30/06/2018"

Olivia Preston
5 years ago
Views:

1 Late filing Fees of Rs 100 per day for ROC annual filing after 30/06/2018 The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May Accordingly, in case the due date of filings under Section 92 (Annual Return) or 137 (Annual Financial Statement) of the Companies Act, 2013 expires after 30/06/2018, the additional per day shall become payable in respect of MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS. In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether under the Companies Act,1956 (23AC,23ACA,23AC XBRL,23ACA XBRL,20B,21A) or the Companies Act, 2013 (MGT-7, AoC-4, AoC-4 XBRL and AoC-4 CFS)additional fee as per the applicable slab for the period of delay up to 30th June 2018 per day w.e.f 1st July 2018 shall become payable. Stakeholders are advised to take note and plan accordingly. MCA extends Companies

2 Condonation of delay scheme 2018 (CODS-2018) upto 1st May 2018 In continuation to the Ministry s General Circular No. 16/2017 dated 29/12/2017 and General Circular No. 02/2018 dated on the subject cited above and to state that the closing date of the scheme viz is falling under gazetted holiday on account of Budh Purnima, therefore, this Ministry has decided to give one day extension of the said scheme i.e. up to Source: 03_ pdf MCA introduces Condonation of Delay Scheme 2018 (CODS-2018) for defaulting companies to file its overdue returns/documents due for filing till by

3 temporarily activating DIN of disqualified directors General Circular No./2017 File No. 02/04//2017 Ministry of Corporate Affairs 5thFloor, A Wing,Shastri Bhawan Dr.Rajendra Prasad Road, NewDelhi Dated 2017 To All Regional Directors, All Registrar of Companies, All Stakeholders. Sir, Subject: Condonation of Delay Scheme 2018 Whereas,companies registered under the Companies Act,2013 (or its predecessor Act) are inter-alia required to file their Annual Financial statements and Annual Returns with the Registrar of Companies and non-filing of such reports is an offence under the said Act. Whereas, section 164(2) of the Act read with section 167 of the Companies Act, 2013 [the Act], which provisions were commenced with effect from , provide for disqualification of a director on account of default by a company in filing an annual return or a financial statement for a continuous period of three years. Whereas, Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 further prescribes

4 that every director shall inform to the company concerned about his disqualification, if any, under section 164(2), in form DIR-8. Whereas, consequent upon notification of provisions of section 164(2), Ministry of Corporate Affairs (MCA) had launched a Company Law Settlement Scheme 2014 providing an opportunity to the defaulting companies to clear their defaults within the time period specified therein and following the due process as notified. Whereas, MCA in September 2017, identified 3,09,614 directors associated with the companies that had failed to file financial statements or annual returns in the MCA21 online registry for a continuous period of three financial years to in terms of provisions of section 164(2) r/w 167(1)(a) of the Act and they were barred from accessing the online registry and a list of such directors was published on the website of MCA. Whereas, as a result of above action, there have been a spate of representations from industry, defaulting companies and their directors seeking an opportunity for the defaulting companies to become compliant and normalize operations. Whereas, certain affected persons have also filed writ petitions before various High Courts seeking relief from the disqualification. Whereas, with a view to giving an opportunity for the noncompliant, defaulting companies to rectify the default, in exercise of its powers conferred under sections 403, 459 and 460 of the Companies Act, 2013, the Central Government has decided to introduce a Scheme namely Condonation of Delay Scheme 2018 [CODS-2018] as follows. 1. The scheme shall come into force with effect from and shall remain in force up to

5 2. Definitions In this scheme, unless the context otherwise requires, (i) Act means the Companies Act, 2013 and Companies Act, 1956 (where ever applicable); (ii) overdue documents means the financial statements or the annual returns or other associated documents, as applicable, in the case of a defaulting company and refer to documents mentioned in paragraph 5 of the scheme. (iii) Company means a company as defined in clause of 20 of section 2 of the Companies Act, 2013; (iv) Defaulting company means a company which has not filed its financial statements or annual return as required under the Companies Act, 1956 or Companies Act, 2013, as the case may be, and the Rules made thereunder for a continuous period of three yea (v) Designated authority means the Registrar of Companies having jurisdiction over the registered office of the company. 3. Applicability: This scheme is applicable to all defaulting companies (other than the companies which have been stuck off/whose names have been removed from the register of companies under section 248(5) of the Act). A defaulting company is permitted to file its overdue documents which were due for filing till in accordance with the provisions of this Scheme. 4. Procedure to be followed for the purposes of the scheme: (1) In the case of defaulting companies whose names have not been removed from register of companies,- (i) The DINs of the disqualified directors de-activated at present shall be temporarily activated during the validity of the scheme to enable them to file the overdue documen (ii) The defaulting company shall file the overdue documents

6 in the respective prescribed eforms paying the statutory filing fee and additional fee payable as per section 403 of the Act read with Companies (Registration Offices and fee) Rules, 2014 for filing these overdue documen (iii) The defaulting company after filing documents under this scheme, shall seek condonation of delay by filing form e-cods 2018 attached to this scheme along with a fee of 30,000/- (Rs. Thirty Thousand only) as prescribed under the Companies (Registration Offices and Fee) Rules, 2014 well before the last date of the scheme. (iv) The DINs of the Directors associated with the defaulting companies that have not filed their overdue documents and the eform CODS, and these are not taken on record in the MCA21 registry and are still found to be disqualified on the conclusion of the scheme in terms of section 164(2)(a) r/w 167(1)(a) of the Act shall be liable to be deactivated on expiry of the scheme period. (2) In the event of defaulting companies whose names have been removed from the register of companies under section 248 of the Act and which have filed applications for revival under section 252 of the Act up to the date of this scheme, the Director s DIN shall be re-activated only NCLT order of revival subject to the company having filing of all overdue documents. 5. Scheme not to apply for certain documents This scheme shall not apply to the filing of documents other than the following overdue documents: (i) Form Number 20B/MGT-7- Form for filing Annual return by a company having share capital. (ii) Form 21A/MGT-7- Particulars of Annual return for the company not having share capital. (iii) Form 23AC, 23ACA, 23AC-XBRL, 23ACA-XBRL, AOC-4,

7 AOC-4(CFS), AOC (XBRL) and AOC-4(non-XBRL) Forms for filing Balance Sheet/Financial Statement and profit and loss account. (iv) Form 66- Form for submission of Compliance Certificate with the Registrar. (v) Form 23B/ADT-1- Form for intimation for Appointment of Auditors. 6. The Registrar concerned shall withdraw the prosecution(s) pending if any before the concerned Court(s) for all documents filed under the scheme. However, this scheme is without prejudice to action under section 167(2) of the Act or civil and criminal liabilities, if any, of such disqualified directors during the period they remained disqualified. 7. At the conclusion of the Scheme, the Registrar shall take all necessary actions under the Companies Act, 1956/ 2013 against the companies who have not availed themselves of this Scheme and continue to be in default in filing the overdue documents Yours faithfully, (KMS. Narayanan) Assistant Director (Policy) Extension of date for filing

8 MGT 7 and AOC 4 (ROC Returns) In continuation of this Ministry s General Circular dated , keeping in view requests received from various stakeholders, it has been decided to relax the additional fe s payable on e-forms AOC4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 30.12,2015, wherever additional fee is applicable CLICK HERE TO DOWNLOAD THE NOTIFICATION Last date of filing forms AOC-4 (XBRL and non-xbrl) and MGT-7 extended till 30th Nov 2015 without additional fee. Last date of filing forms AOC-4 (XBRL and non-xbrl) and MGT-7 have been extended till 30th Nov 2015 without additional fee. Click here to download the notification The Companies (Amendment)

9 Act, 2015 The Companies (Amendment) Act, 2015 of Parliament received the assent of the President on the 25th May, 2015, Now Company Act 2013 is amended as Under : 1. No Requirement of minimum paid up Capital : In section 2 of the Companies Act, 2013 (hereinafter referred to as the principal Act), (i) in clause (68), the words of one lakh rupees or such higher paid-up share capital shall be omitted; (ii) in clause (71), in sub-clause (b), the words of five lakh rupees or such higher paid-up capital, shall be omitted Having a Common Seal is not mandatory : In section 9 of the principal Act, the words and a common seal shall be omitted. Section 11 pertaining to Commencement of Business Certificate has been omitted : Section 11 of the principal Act, shall be omitted. Section 11 of Company Act 2013: (1) A company having a share capital shall not commence any business or exercise any borrowing powers unless (a) a declaration is filed by a director in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid-up share capital of the company is not less than five lakh rupees in case of a public company and not less than one lakh rupees in case of a private company on the date of making of

10 this declaration; and (b) the company has filed with the Registrar a verification of its registered office as provided in sub-section (2) of section 12. (2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty which may extend to five thousand rupees and every officer who is in default shall be punishable with fine which may extend to one thousand rupees for every day during which the default continues. (3) Where no declaration has been filed with the Registrar under clause (a) of subsection (1) within a period of one hundred and eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII. 4. Penalty for violation of provision regarding acceptance/invitation of deposits stipulated by inserting section 76A. Min penalty 1.00 Cr Max Cr : Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the

11 Tribunal under section 73, (a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and (b) every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years or with fine which shall not be less than twentyfive lakh rupees but which may extend to two crore rupees, or with both: Provided that if it is proved that the officer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section Dividend not to be given unless previous year losses / depreciation provided in previous year are set off from current year profits : In section 123 of the principal Act, in sub-section (1), after the third proviso, the following proviso shall be inserted, namely: Provided also that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.. 6. Auditor to report fraud/ offence involving prescribed amount to Central Govt. if the amtount is below it reporting to be done to audit committee/ Board and disclosure in board report :In section 134 of the principal Act, in sub-section (3), after clause (c), the following clause shall be inserted, namely: (ca)

12 details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;.In section 143 of the principal Act, for sub-section (12), the following sub-section shall be substituted, namely: (12) Notwithstanding anything contained in this section, if an auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the Central Government within such time and in such manner as may be prescribed:provided that in case of a fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within such time and in such manner as may be prescribed: Provided further that the companies, whose auditors have reported frauds under this sub-section to the audit committee or the Board but not reported to the Central Government, shall disclose the details about such frauds in the Board s report in such manner as may be prescribed.. 7. Concept of omnibus approval for Related Party Transaction by audit committee inserted in section 177 :In section 177 of the principal Act, in sub-section (4), in clause (iv), the following proviso shall be inserted, namely: Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed;. 8. Exemption given under rules of section 185 regarding giving loans to Wholly Owned Subsidiary and subsidiary has been incorporated in section itself :In section 185 of the principal Act, in sub-section (1), in the proviso, after clause (b), the following clauses and

13 proviso shall be inserted, namely: (c) any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security provided by a holding company in respect of any loan made to its wholly owned subsidiary company; or(d) any guarantee given or security provided by a holding company in respect of loan made by any bank or financial institution to its subsidiary company: Provided that the loans made under clauses(c) and (d) are utilised by the subsidiary company for its principal business activities.. 9. Only ordinary resolution will be required for related party transaction & No shareholder approval required. in case of Related Party Transactions between holding and Wholly owned subsidiary if accounts of subsidiary consolidated : In section 188 of the principal Act, (a) in sub-section (1), (i) for the words special resolution, at both the places where they occur, the word resolution shall be substituted; (ii) after the third proviso, the following proviso shall be inserted, namely: Provided also that the requirement of passing the resolution under first proviso shall not be applicable for transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval. ; (b) in sub-section (3), for the words special resolution, the word resolution shall be substituted.

vlk/kkj.k Hkkx II [k.m 1 izkf/kdkj ls izdkf'kr PUBLISHED BY AUTHORITY MINISTRY OF LAW AND JUSTICE (Legislative Department)

vlk/kkj.k Hkkx II [k.m 1 izkf/kdkj ls izdkf'kr PUBLISHED BY AUTHORITY MINISTRY OF LAW AND JUSTICE (Legislative Department) jftlvªh lañ Mhñ,yñ (,u)04@0007@2003 15 REGISTERED NO. DL (N)04/0007/2003 15 vlk/kkj.k EXTRAORDINARY Hkkx II [k.m 1 PART II Section 1 izkf/kdkj ls izdkf'kr PUBLISHED BY AUTHORITY lañ 25] ubz fnyyh] eaxyokj]