Company Law Settlement Scheme, 2010 [Circular No.1]

PrintPDF General Circular No. 1 /2010
F. No. 2/7/2010-CL V
Government of India
Ministry of Corporate Affairs
5th Floor, A Wing, Shastri Bhavan,
Dr. R.P. Road, New Delhi,
Dated the 26th May, 2010
To
All Regional Director,
All Registrars of Companies.
Subject: Company Law Settlement Scheme, 2010
Sir,
It has been observed that a large number of companies are not filing
their due documents 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 and
facing the prosecutions also.
2. There are many companies, who have also not increased their paid up
capital up to the threshold limit provided in sub-section (3) and sub-section
(4) of Section 3 of the Companies Act, 1956.
3. In order to give an opportunity to the defaulting companies to enable
them to make their default good by filing belated documents and to become
a regular compliant in future, the Ministry, in exercise of the powers under
Section 611(2) and 637B (b) of the Companies Act, 1956 has decided to
introduce a Scheme namely, “Company Law Settlement Scheme, 2010,”
condoning the delay in filing documents with the Registrar, granting
immunity from prosecution and charging additional fee of 25 percent of
actual additional fee payable for filing belated documents under the
Companies Act, 1956 and the rules made there under. The details of the
Scheme are as under:-
(i) The scheme shall come into force on the 30th May, 2010 and
shall remain in force up to 31st August, 2010.
(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 there under;
(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 in accordance with the provisions of this Scheme:
Provided that any defaulting private company or public
company which has not increased its paid capital up to the threshold
limit of rupees one lakh and rupees five lakh respectively as provided
in sub section (3) and (4) of section 3 of the Companies Act, 1956, as
the case may be, shall first file its documents to increase their paid up
capital up to the threshold limit under the scheme and thereafter
would be allowed to file other belated documents;
(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 there under along with an additional
fee of 25 percent 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 for incorporation or
establishment of place of business in India or where specific order for
condonation of delay or prior approval under the provisions of the
Companies Act, 1956 is to be obtained from the Company Law Board
or the Central Government or Court or any other Competent Authority
is required;
(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);
4. 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.