MCA has introduced theCondonation of Delay Scheme, 2018for 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) in which the defaulting company is permitted to file its overdue documents which were due for filing till 30.06.2017 in accordance with the provisions of this Scheme.
Hon’ble Delhi High Court, yesterday, has issued some Clarification in regards to this scheme:
1. The above Scheme has made applicable to Struck Off companies where no business activities has been carried out for the last 3 years upon filing of an application under section 248(2) of the Companies Act, 2013. For other struck off companies, revival application u/s 252 will have to be filed within 4 weeks before NCLT. Till then the list of disqualified directors (qua the petitioners) would remain stayed
2. Further, the court has clarified that the last line of para 6 of the scheme has been made effective prospectively only.
MCA Update:
1. The period of sixty days reduce to twenty in sec. 4(5)(i) of the principal act.
2. The word “Fifteenth day of its incorporation” is substituted with the word “thirty days of its incorporation in Sec. 12(1) & 12(4).
3. Sec.3A amended that if the No. of members in a company falling below the Minimum requirement then Company can carries business for more than 6 months and every person cognizant of the fact is liable for all contracts during that time and may be severally sued therefore.
4. The requirement to have deposit insurance under section 73(2)(d) is omitted.
5. In Sec. 129(3) the word “A company has one or more subsidiaries” is substituted by the word “A company has one or more subsidiaries or Associate Companies”
6. A new Sub section is inserted in Sec. 130 name as Sec.130 (3) which is related to re-opening of accounts of Companies.
7. The Amendment Provision of Sec. 134 required that CEO will sign the Financial Statement of the Company irrespective of the fact that he is a director of the Company or not.
8. The requirement of having Extract of Annual Returns has been done away by placing the copy of Annual Return on website of the Company and the web-address / link should be disclosed in the Board Report.
9. In Sec. 135(1) , the word “Any financial year” is substituted by the word “Immediately preceding the F.Y.”
10. The First Proviso of Sec. 139(1) shall be omitted.
11. In Sec. 7(1)(c), The word “Affidavit” is replace by the word “Self Declaration”
12. Under Sec. 100(1) , The Wholly owned subsidiary of a Company incorporated outside India is now allowed to hold its EGM at any place in the world.
13. The Mandatory requirement of a postal ballot u/s 110(1) was no longer relevant for Companies which are required to conduct voting using electronic modes.
14. Sec. 93 of the principal act shall be omitted.
15. In Sec. 94(1) , the word “And the registrar has been given a copy of the proposed special resolution in advance” shall be omitted.
16. Second Proviso of Sec. 173(2) is amended that in respect of the participation of director through Video Conferencing in a Board Meeting considering the specified business, clarity is proposed to be provided that if the physical quorum is present then the other directors may participate through video conferencing.
17. Sec. 194 & 195 of the Principal Act shall be omitted.
18. Section 153 amends that the CG may prescribe any Identification number which shall be treated as DIN for the purpose of this act and in case of any individual holds or acquires such Identification, the requirement of this sec. shall not apply.
19. The requirement of approval of the CG for payment of managerial remuneration above the prescribed limits is replaced by approval through SR by shareholders in General Meeting.
20. The Definition of Associate Company u/s 2(6) has been revised by replacing the word “20% of the total share capital” to “20% of voting Power”.
21. In Sec. 2(57), It is proposed to include the Dr / Cr. Balance of P&L a/c in the calculation of Net worth.
22. The definition of Small Company u/s 2(85) has been amended by increasing the maximum paid up share capital amount which can be prescribed for the purpose of determining a company as a small company from 5 Cr. to 10 Cr. and prescribed turnover amount from 20 Cr. to 100 Cr.
23. Sec. 447 has been revised that only frauds which involve at least an amount of Rs. 10 lakhs or 1% of the turnover of the Company whichever is lower may be punishable u/s 447. Frauds below the limits which do not involve public interest may be given a differential treatment and Compoundable since the cost of prosecution may exceed the quantum involved.
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