Company Law Settlement Scheme 2014 “ Late XBRL Filings Provisions for 23 AC and 23 ACA

Some companies are unable to file their annual returns on time due to various reasons and are referred to as late filers. On missing a filing deadline, companies have to pay a penalty in addition to the normal fees and are liable for prosecution. Keeping in mind that a large number of companies had not filed their annual statutory documents like Annual Returns and other Forms with the Registrar in  XBRL format, the Ministry of Corporate Affairs (MCA) launched the Company Law Settlement Scheme (CLSS “ 2014 vide General Circular no. 34/2014 dated 12.08.2014.

With the introduction of the Company Law Settlement Scheme CLSS – 2014 by the MCA, the compliance office and CFOs of defaulter companies get an opportunity to file the delayed statutory documents with the Registrar of Companies (ROC) at reduced penalty fees, i.e., only 25% of actual additional fees payable as per Section 403 of Companies Act 2013, if they are filing before December 31, 2014. The original CLSS scheme which was in force up to October 15, 2014 gets an extension up to December 31, 2014 vide General Circular no. 44/2014 dated 14.11.2014. Under CLSS -2014, defaulting companies can file their statutory documents which were due for filing by June 30, 2014.

Highlights of Company Law Settlement Scheme 2014 (CLSS “ 2014)

• This Company Law Settlement Scheme, 2014 shall remain in force till December 31, 2014 as per the General Circular no. 44/2014 dated 14.11.2014.

• Defaulting companies who have not filed their statutory documents with ROC pertaining to previous years are allowed to file their documents which were due for filing by June 30, 2014.

• Companies can file their old documents with ROC with normal filing fee along with additional fees of 25% of the regular additional fees payable on the date of filing. For e.g. If the company is incorporated in June 2008, with the authorised capital of Rs. 1 lakh and has failed to file the annual statutory documents, then in normal circumstances the filing fee for e-form 23 AC/23 ACA would be around Rs. 25,000/- approximately and assuming that the additional penalty is Rs. 1, 00,000 then under the CLSS “ 2014 scheme, the defaulting company can pay 25,000 as normal fee and additional penalty of Rs. 25,000 to file all documents from inception till June 30, 2014 and can become complaint with MCA.

• The scheme gives an opportunity to the inactive companies to get their companies declared as ˜Dormant Company under section 455 of the Companies Act, 2013 by filing a simple application at reduced fees.

• The scheme covers the following documents for late filing:
  1. Form 20B for filing annual return by a company having share capital.
  2. Form 21A for filing annual return by a company not having share capital.
  3. Form 23AC, 23ACA, 23AC XBRL, 23ACA XBRL for filing Balance Sheet and Profit and Loss Account.
  4. Form 66 for filing Compliance Certificate with the ROC.
  5. Form 23B for intimation for Appointment of Auditor.

• Immunity from the prosecution in respect of the documents not filed with ROC.

• A way out for Directors disqualified under Section 164(2) of Companies Act, 2013.

Further,

Company Law Settlement Scheme, 2014 (CLSS-2014) shall not apply in the following cases:

• Companies against which action for striking off the name under sub-section(5) of section 560 of Companies Act, 1956 has already been initiated by the Registrar of Companies or
• Where any application has already been filed by the companies for action of striking off name from the Register of Companies or
• Where applications have been filed for obtaining Dormant status under section 455 of the Companies Act, 2013
• Vanishing companies

Strict action will be taken by the Registrar under the Companies Act, 2013 against those defaulting companies who have not availed of this scheme and have defaulted in filing the statutory documents on time.

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