SECTION 403. FEE FOR FILING, ETC.
[Effective from 1st April, 2014]
(1) Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered under this Act, shall be submitted, filed, registered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed:
[3] [Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 92 or 137 is not submited, filed, registered or recorded, as the case may be, within the period provided in those sections, without prejudice to any other legal action or liability under this Act, it may be submitted, filed, registered or recorded, as the case may be, after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day and different amounts may be prescribed for different classes of companies:]
Provided further that any such document, fact or information may, without prejudice to any other legal action or liability under the Act, be also submitted, filed, registered or recorded, after the first time specified in first proviso on payment of fee and additional fee specified under this section.
[4] [(2) Where a company fails or commits any default to submit, file, register or record any document, fact or information under sub-section (1) before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default.]
EXEMPTIONS
In case of a Nidhi Company, Section 403 shall apply, with the modification that the filing fees in respect of every allotment under sub-section(9) of section 42 shall be calculated at the rate of one rupee for every one hundred rupees or parts thereof on the face value of the shares included in the return but shall not exceed the amount of normal filing fee payable; vide Notification No. GSR 465(E) dated 5th June, 2015.
Applicable Rules
Companies (Registration Offices and Fees) Rules, 2014
[Effective from 1st April, 2014]
Rule 12. Fees.—(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fee as applicable, as mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or applications for which no e- form is prescribed under the various rules prescribed under the Act, the document or application shall be filed through Form No.GNL.1 or GNL.2 along with fee as applicable and in case a single form is prescribed for multiple purposes, the fee shall be paid for each of the purposes contained in the single form.
(3) For the purpose of filing information to sub-clause (60) of section 2 of the Act, such information shall be filed in Form No. GNL.3 alongwith fee as applicable.
Rule 13. Mode of Payment.—The fees, charges or other sums payable for filing any application, form, return or any other document in pursuance of the Act or any rule made thereunder shall be paid by means of credit card; or internet banking; or remittance at the counter of the authorised banks or any other mode as approved by the Central Government.
Table of Fees
[Pursuant to rule 12 of the Companies (Registration Offices and Fees) Rules, 2014]
I. Fee for filings etc. under section 403 of the Companies Act, 2013
Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder:—
[A. TABLE OF FEES TO BE PAID TO THE REGISTRAR
| (I) In respect of a company having a share capital: | Other than OPCs and Small Companies(in rupees) | OPC and Small Companies(in rupees) | |
| 1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000. | — | — | |
| (b) For registration of OPC and small companies whose nominal share capital exceed Rs. 10,00,000, , the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs.10,000 of nominal share capital or part of Rs.10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000. | — | 200 | |
| 2. (a) For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation. | — | — | |
| (b) For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs. 10,00,000, the fee of Rs.36,000 with the following additional fees regulated according to the amount of nominal capital : | — | ||
| (i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000. | 300 | — | |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | — | |
| iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | — | |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | |||
| 3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice: | |||
| (a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000. | — | 2000 | |
| (b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000. | — | 200 | |
| Other than OPC and small companies
(c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000. |
5000 | ||
| (d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital : | |||
| (i) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000. | 400 | — | |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000. | 300 | — | |
| (iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | — | |
| (iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | — | |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | |||
| 4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company. | |||
| 5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded: | |||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | ||
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000 | 300 | ||
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | ||
| (d) in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. | 500 | ||
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable. | 600 | ||
| 6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar: | |||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | ||
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | ||
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | ||
| (d) in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. | 500 | ||
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. | 600 | ||
| (II) In respect of a company not having a share capital : | |||
| 7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20. | — | ||
| 8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200. | 5000 | ||
| 9. For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | |||
| 10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. | 10000 | ||
| 11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration :
Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. |
|||
| 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | |||
| 13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar.
Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable. |
200 | ||
| 14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.] | 200 | ||
(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.][2]
[5] [B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital or forms under section 92/ 137 of the Act
| Sl. No. | Period of delays | [11] [Forms excluding charge documents] |
| 01 | upto 15 days (sections 139 and 157) | One time |
| 02 | More than 15 days and upto 30 days (Sections 139 and 157) and upto 30 days in remaining forms. | 2 times of normal filing fees |
| 03 | More than 30 days and upto 60 days | 4 times of normal filing fees |
| 04 | More than 60 days and upto 90 days | 6 times of normal filing fees |
| 05 | More than 90 days and upto 180 days | 10 times of normal filing fees |
| 06 | Beyond 180 days | 12 times of normal filing fees |
Note: The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e. due for filing prior to notification of these fee rules, the fee applicable at the time of actual filing shall be applicable.]
C. For increase in authorised capital, the additional fees shall be applicable at the following rates
| Delay upto 6 months | Delay beyond 6 months | |
| slab | 2.5% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. | 3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. |
(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.
[6] [D. For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or 137 of the Act expires after 3o/o6/2018, the additional fee mentioned in Table shall be payable –
TABLE
| Sl. No. | Period of delays | Additional fee payable (in Rs.) |
| 01 | Delay beyond period provided under Section 92(4) ofthe Act | One Hundred per day |
| 02 | Delay beyond period provided under Section 137 (1) of the Act | One Hundred per day |
(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the Companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-
| Sl. No. | Period of delay | Additional fee payable (in Rs.) upto 30/06/2O18 |
plus Rs. 100 per day with effect from 1/O7 /2O18
|
| 1 | upto 30 days | 2 times of normal filing fees | |
| 2 | More than 30 days and upto 60 davs | 4 times of normal filing fees | |
| 3 | More than 60 days and upto 90 days | 6 times of normal filing fees | |
| 4 | More than 90 days and upto 180 davs | 10 times of normal filing fees | |
| 5 | Beyond 180 days | 12 times of normal filing fees |
Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms fincluding increasing in nominal capital and delay caused thereon which were due to be filed whether in Companies Act, 1956 Act or the companies Act,2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable”.]
[12] E.Fees for filing charge documents.
(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-
| Sl.No. | Period of delay | Additional Fee applicable |
| 1 | Up to 30 days | 2 times of normal fees |
| 2 | More than 30 days and up to 60 days | 4 times of normal fees |
| 3 | More than 60 days and up to 90 days | 6 times of normal fees |
| 4 | More than 90 days and up to 180 days | 10 times of normal fees |
| 5 | More than 180 days | 12 times of normal fees |
(b) For the charges created or modified on or after the 2nd November, 2018:-
(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-
| Sl.No | Period of delay | Additional/Advalorem Fees applicable |
| 1 | Up to 30 days | 2 times of normal fee |
| 2 | More than 30 days and up to 60 days | 4 times of normal fees |
| 3 | More than 60 days and up to 90 days | 6 times of normal fees |
(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-
| Sl.No. | Period of delay | Small Companies and One Person Company | Other than Small Companies and One Person Company |
| 1 | Up to 30 days | 3 times of normal fees | 6 times of normal fees |
| 2 | More than 30 days and up to 90 days | 3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees. | 6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees”. |
II. Fee on Applications (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.
| 1
|
For Application made |
Other than OPCs and Small Companies |
OPC and Small Companies |
| (i) | (By a company having an authorized share capital of:
(a) Upto than Rs. 25,00,000 (b) More than Rs. 25,00,00 and upto Rs. 50,00,000 (c) More than Rs. 50,00,000 and upto Rs. 5,00,00,000 (d) More than Rs. 5,00,00,000 and upto Rs. 10 crores (e) More than Rs.10 crores |
2,000 5,000
10,000
15,000
20,000 |
1000 2500
—
—
— |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | — |
| (iii) | By an Association or proposed company for issue of license under section 8 of the Act | 2,000 | — |
| (iv) | By a company having a valid license issued under section 8 of the Act | 2000 | — |
| (v) | By a foreign company | 5,000 | — |
| (vi) | [1][For allotment of Director Identification Number (DIN) under section 153 of the Act | 500 | 500 |
| (vii) | For surrender of Director Identification Number under Rule11 (f) of the Companies (Appointment and Qualification of Director) Rule, 2014 | 1000 | 1000] |
(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000.
(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable.
Note: The separate fee schedule shall be prescribed under sub-section (2) of section 459 of the Act for applications to be filed before Tribunal.
III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of:
(a) Upto than Rs. 25,00,000 (b) More than Rs. 25,00,00 and upto Rs. 50,00,000 (c) More than Rs. 50,00,000 and upto Rs. 5,00,00,000 (d) More than Rs. 5,00,00,000 and upto Rs. 10 crores (e) More than Rs.10 crores |
2,000 5,000 10,000 15,000 20,000 |
1000 2500 — — — |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | — |
IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.
(i) Under clause (a) of sub-section (1) of section 399 of the Act — Rs.100.
(ii) Under clause (b) of sub-section (1) of section 399 of the Act—
(a) For copy of Certificate of Incorporation – Rs. 100.
(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs. 25 per page.
V. Fee for registration of documents under section 385 of the Act.
Rs. 6000 for each document.
VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248(2) of the Act.
Rs. 5000
[13][VII. FEE FOR FILING e- Form DIR-3 KYC or DIR-3 KYC-WEB under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.
| (i) Subject to serial number (iii) below, fee payable till the 30th September of every financial in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year.
[14] [Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019.] |
—- |
| (ii) Fee payable (in delayed) | Rs. 5000 |
| (iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial -year (in delayed case) | Rs. 5000] |
[8] [Note: During the financial year (2018-2019), fee of rupees five hundred shall be payable from 21.09.2018 to 05.10.2018 and fee of rupees five thousand shall be payable on or after 06.10.2018]
[9] [VIII. FEE FOR FILLING e- Form ACTIVE under rule 25A of the Companies (Incorporation) Rules, 2014.
| [10] (i) Fee payable till 15.06.2019 on e -form ACTIVE | —- |
| [ii) Fee payable (in delayed case). | Rs. 10,000 |
INSTRUCTIONS
1. Payment of fees.—Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees) Rules, 2014, shall be payable in the following head:
(1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely:—
| Major Head | Alphanumeric code description | Account Code | Serial Code | Source category check digit |
| 1475 | Other general Economic service Regulation of joint stock companies
(a) Registration fees (b) Filing fees (c) inspection and copying fee (d) other fees |
147500105
14750010599 14750010598 14750010597 14750010596 |
14750006
14750032 14750033 14750034 14750035 |
113
114 117 112 119 |
(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees) Rules, 2014 shall be payable through any of the accredited branches of the following Banks:
(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
(f) Union Bank of India.
(3) The fees payable to the Registrars may be paid by bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar.
(4) Where a fee payable to the Registrar is paid through bank drafts, as aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.
Applicable Circulars
Special Measures under Companies Act, 2013 (CA-2013) and Limited Liability
Partnership Act, 2008 in view of COVID-19 outbreak
General Circular No. 11 /2020 dated 24th March, 2020
In order to support and enable Companies and Limited Liability Partnerships (LLPs) in India to focus on taking necessary measures to address the COVID-19 threat, including the economic disruptions caused by it, the following measures have been implemented by the Ministry of Corporate Affairs to reduce their compliance burden and other risks.
- No additional fees shall be charged for late filing during a moratorium period from 01st April to 30th September 2020, in respect of any document, return, statement etc., required to be filed in the MCA-21 Registry, irrespective of its due date, which will not only reduce the compliance burden, including financial burden of companies/ LLPs at large, but also enable long-standing noncompliant companies/ LLPs to make a ‘fresh start’. The Circulars specifying detailed requirements in this regard are being issued separately.
- The mandatory requirement of holding meetings of the Board of the companies within the intervals provided in section 173 of the Companies Act, 2013 (CA13) (120 days) stands extended by a period of 60 days till next two quarters i.e., till 30th September. Accordingly, as a one time relaxation the gap between two consecutive meetings of the Board may extend to 180 days till the next two quarters, instead of 120 days as required in the CA-13.
III. The Companies (Auditor’s Report) Order,2020 shall be made applicable from the financial year 2020-2021 instead of being applicable from the financial year 2019-2020 notified earlier. This will significantly ease the burden on companies & their auditors for the financial year 2019-20. A separate notification has been issued for this purpose.
- As per Para VII (1) of Schedule IV to the CA-13, Independent Directors (IDs) are required to hold at least one meeting without the attendance of Non independent directors and members of management. For the financial year 2019-20, if the IDs of a company have not been able to hold such a meeting, the same shall not be viewed as a violation. The IDs, however, may share their views amongst themselves
themselves through telephone or e-mail or any other mode of communication, if they deem it to be necessary.
- Requirement under section 73(2)(c) of CA-13 to create the deposit repayment reserve of 20% of deposits maturing during the financial year 2020-21 before 30th April 2020 shall be allowed to be complied with till 30th June 2020.
- Requirement under rule 18 of the Companies (Share Capital & Debentures) Rules, 2014 to invest or deposit at least 15% of amount of debentures maturing in specified methods of investments or deposits before 30th April 2020, may be complied with till 30th June 2020.
VII. Newly incorporated companies are required to file a declaration for Commencement of Business within 180 days of incorporation under section 10A of the CA-13. An additional period of 180 more days is allowed for this compliance.
VIII. Non-compliance of minimum residency in India for a period of at least 182 days by at least one director of every company, under Section 149 of the CA-13 shall not be treated as a non-compliance for the financial year 2019-20
Companies Fresh Start Scheme, 2020.
General Circular No. 12/2020 dated 30th March, 2020
In furtherance of the Ministry’s Circular No. 11/2020, dated 24th March. 2020 and in order to facilitate the companies registered in India to make a fresh start on a clean slate, this Ministry has decided to take certain alleviative measures for the benefit of all companies.
- Companies Act, 2013 requires all companies to make annual statutory compliance by filing the Annual Return and Financial Statements. Apart from this, various other statements, documents, returns, etc are required to be filed on the MCA21 electronic registry within prescribed time limits. Filing fees for filing such statements, documents, returns, etc is governed by section 403 of the Companies Act, 2013 read with Companies (Registration Offices and Fees) Rules 2014.
- The Ministry has received representations from various stakeholders requesting for grant of one-time opportunity, so as to enable them to complete their pending compliances by filing necessary documents in the MCA-21 registry including annual filings without being subject to a higher additional fees on account of any delay.
- In order to give such an opportunity to the defaulting companies and to enable them to file the belated documents in the MCA-21 registry, the Central Government in exercise of powers conferred under section 460 read with section 403 of the Companies Act, 2013 has decided to introduce a Scheme namely “Companies Fresh Start Scheme, 2020 (CFSS-2020) condoning the delay in filing the above mentioned documents with the Registrar, insofar as it relates to charging of additional fees, and granting of immunity from launching of prosecution or proceedings for imposing penalty on account of delay associated with certain filings. Only normal fees for filing of documents in the MCA-21 registry will be payable in such ease during the currency of CMS-2020 as per the provisions of section 403 read with Companies Registration Offices and Feel Rules, 2014 and section 460 of the Act.
- In addition, the scheme gives an opportunity to inactive companies to get their companies declared as ‘dormant company’ under section 455 of the Act by filing a simple application at a normal fee. The said provision enables inactive companies to remain on the register of the companies with minimal compliance requirements.
- The details of the Scheme are as under:—
(i) The scheme shall come into force on the 01.04.2020 and shall remain in force till 30.09.2020
(ii) Definitions: In this Scheme, unless the context otherwise requires,
(a) “Act” means the Companies Act, 2013 and Companies Act, 1956 (where ever applicable);
(b) “Company” means a company as defined in clause (20) of section 2 of the Companies Act, 2013;
(c) “defaulting company means a company defined under the Companies Act, 2013, and which has made a default in filing of any of the documents, statement, returns, etc including annual statutory documents on the MCA-21 registry.
(d) “Designated authority” means the Registrar of Companies having jurisdiction over the registered office of the company;
(e) “Immunity Certificate’ means the certificate referred to in subparagraph of paragraph 6 of the Scheme;
(f) “Inactive Company means a company as defined in Explanation (i) to sub-section (1) of section 455(1) of the Companies Act, 2013;
(iii) Applicability: Any ‘defaulting company’ is permitted to file belated documents which were due for filing on any given date in accordance with the provisions of this Scheme;
(iv) Manner of payment of normal fees for filing of belated documents and seeking immunity under the Scheme: Every defaulting company shall be required to pay normal fees as prescribed under the Companies (Registration Offices and Feel Rules, 2014 on the date of filing of each belated document and no additional fee shall be payable. Immunity from the launch of prosecution or proceedings for imposing penalty shall be provided only to the extent such prosecution or the proceedings for Imposing penalty under the Act pertain to any delay associated with the filings of belated documents. Any other consequential proceedings, including any proceedings involving interests of any shareholder or any other person qua the company fir its directors or key managerial personnel would not he covered by such ImmunityFor Example, under section 420, every company is required to file a return of allotment within the period provided therein. However, the proviso to section 42(4) also requires that the utilization of money raised through private placement shall not be made unless the return of allotment has been filed in the registry. Now, the immunity under the Scheme shall only be available in respect of theproceeding for imposing penalty On account of delay in filing the return of allotment, but not on account of utilization of the money raised through private placement prior to the filing of the return with the registry.
(iv) Special measures for cases where the order of the adjudicating authority was passed but the appeal could not be filed: In all cases where due to delay associated in filing of any document, statement or return, etc in the MCA-21 registry, penalties were imposed by an adjudicating officer under the Act, and no appeal has been preferred by the concerned company or its officer before the Regional Director under section 454(6) as on the date of commencement of the Scheme, the following would apply:—
(A) Where the Last date for filing the appeal against the order of the adjudicating authority under section 454(6) falls between the 1st March, 2020 to 31st May 2020 (both days included), a period of 120 additional days shall be allowed with effect from such last date to all companies and their officers for filing the appeal before the concerned Regional Directors;
(B) During such additional period as stated in (A) above, prosecution under section 454(81) for non-compliance of the order of the adjudicating authority, insofar as it relates to delay associated in filing of any document, statement or return, etc in the MCA-21 registry shall not be initiated against such companies or their officers;
(vii) 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 CFSS-2020 annexed, after closure of the Scheme and after the document(s) are taken on file, or on record or approved by the Designated authority 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.
Provided that this immunity shall not be applicable in the matter of any appeal pending before the court of law and in case of management disputes of the company pending before any court of law or tribunal:
Provided also that no immunity shall be provided in case any court has ordered conviction in any matter, or an order imposing penalty has been passed by an adjudicating authority under the Act, and no appeal has been preferred against such orders of the court or of the adjudicating authority, as the case may be, before this Scheme has come into force.
(viii) Order by designated authority granting immunity from penalty and prosecution: Based on the declaration made in the Form CFSS-2020, an immunity certificate in respect of documents filed under this Scheme shall be issued by the designated authority.
(ix) Scheme not to apply in certain cases:This scheme shall not apply :-
(a) to companies against which action for final notice for striking off the name u/s 248 of the Act (previously section 560 of Companies Act. 1956) has already been initiated by the Designated authority;
(b) where any application has already been filed by the companies for action of striking off the name of the company from the register of companies;
(c) to companies which have amalgamated under a scheme of arrangement or compromise under the Act;
(d) where applications have already been filed for obtaining Dormant Status under section 455 of the Act before this Scheme;
(e) to vanishing companies;
(f) Where any increase in authorized capital is involved (Form SH-7) and also charge related documents (CHG-1, CHG-4, CHG-8 and CHG-9);
(x) Effect of immunity: After granting the immunity, the Designated authority concerned shall withdraw the prosecution(s) pending, if any, before the concerned Court(s) and the proceedings of adjudication of penalties under section 454 of the Act, other than those referred in the second proviso to sub-paragraph (vii) of paragraph 6 of this Scheme, in respect of defaults against which immunity has been so granted shall be deemed to have been completed without any further action on the part or the Designated authority;
(xi) Scheme for Inactive Companies: The defaulting Inactive companies, while filing due documents under CFSS-2020 can simultaneously, either:
(a) apply to get themselves declared as Dormant Company under section 455 of the Companies Act, 2013 by filing e-form MSC-1 at a normal fee on said form; or
(b) apply for striking off the name of the company by filing e-Form STK-2 by paying the fee payable on form STK-2.
- At the conclusion of the Scheme, the Designated authority shall take necessary action under the Act against the companies who have not availed this Scheme and are in default in filing these documents in a timely manner.
Extension of Companies Fresh Start Scheme, 2020
General Circular No.30/2020, dated 28th September, 2020
In continuation to this Ministry’s General Circular No.12/2020 dated 30.03.2020, in view of the large scale disruption caused by the COVID-19 Pandemic and after due examination, it has been decided to extend aforesaid scheme till 31st December, 2020. All other requirements provided in the said circular shall remain unchanged.
Relaxation on levy of additional fees in filing of certain Forms under the Companies Act, 2013
and LLP Act 2008
General Circular No. 6/2021, dated 3rd May, 2021
Requests have been received from stakeholders for relaxation on levy of additional fees for filing of various forms under the Companies Act, 2013/LLP Act, 2008/Rules made thereunder due for filing during 1st April, 2021 to 31st May, 2021 in view of the COVID-19 related restrictions and disruption. The requests have been examined and taking into account the difficulties which have arisen due to resurgence of COVID-19 pandemic, it has been decided to grant additional time upto 31st July, 2021 for companies/LLPs to file such forms (other than a CHG-1 Form, CHG-4 Form and CHG-9 Form) without any additional fees. Accordingly, no additional fees shall be levied upto 31St July, 2021 for the delayed filing of forms (other than charge related forms referred above) which were/would be due for filing during 1st April, 2021 to 31st May, 2021. For such delayed filings upto 31st July, 2021 only normal fees shall be payable.
Relaxation on levy of additional fees in filing of certain Forms under the Companies Act, 2013 and LLP Act 2008- Extension of time.
General Circular No. 11/2021, dated 30th June, 2021
In continuation to this Ministry’s General Circular No. 06/2021 dated 03.05.2021 and on account of requests for further extension of timelines specified in the said Circular, it has been decided to grant additional time upto 31st August, 2021 to companies/LLPs to file forms under the Companies Act, 2013/ LLP Act, 2008 (other than a CHG-1 Form, CHG-4 Form and CHG-9 Form) which were/are due for filing during 1st April, 2021 to 31st July, 2021 without any additional fees. Accordingly, only normal fees shall be levied upto 31st August, 2021 for forms (other than charge related forms referred above) required to be filed during 1st April, 2021 to 31st July, 2021.
[1] Substituted by Companies (Registration Offices and Fees) Second Amendment Rules, 2016 dated 7th November, 2016. Prior to substitution it read as under:-
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| vi) | Application for allotment of Director Identification Number (DIN) under section 153 of the Act | 500 | — |
[3] Substituted by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7th May, 2018. Prior to the substitution it read as under:
“Provided that any document, fact or information may be submitted, filed, registered or recorded, after the time specified in relevant provision for such submission, filing, registering or recording, within a period of two hundred and seventy days from the date by which it should have been submitted, filed, registered or recorded, as the case may be, on payment of such additional fee as may be prescribed:”
[4] Substituted by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7th May, 2018. Prior to the substitution it read as under:
[5] Substituted by the Companies (Registration offices and Fees) Second Amendment Rules, 2018 vide Notification No. F. No. 01/16/2013- CL-V-Pt -I dated 7th May, 2018. Prior to the substitution it read as under:“B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital
| Sl. No. | Period of delays | Forms including charge documents |
| 01 | upto 15 days (sections 93,139 and 157) | One time |
| 02 | More than 15 days and upto 30 days (Sections 93, 139 and 157) and upto 30 days in remaining forms. | 2 times of normal filing fees |
| 03 | More than 30 days and upto 60 days | 4 times of normal filing fees |
| 04 | More than 60 days and upto 90 days | 6 times of normal filing fees |
| 05 | More than 90 days and upto 180 days | 10 times of normal filing fees |
| 06 | More than 180 days and upto 270 days | 12 times of normal filing fees |
Note: (1) The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e. due for filing prior to notification of these fee rules, the fee applicable at the time of actual filing shall be applicable.
(3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.”
[6] Inserted by the Companies (Registration offices and Fees) Second Amendment Rules, 2018 vide Notification No. F. No. 01/16/2013- CL-V-Pt -I dated 7th May, 2018.
[7] Inserted by the Companies (Registration Offices and Fees) Third Amendment Rules, 2018 vide Notification No. F. No. 01/16/2013- CL-V-Pt -I dated 5th July, 2018 effective from 10th July, 2018.
[8] Substituted by the companies (Registration 0ffices and Fees) Fifth Amendment Rules,2018 vide Notification No. F. No. 1/16/2013-CL-V(Pt-I) dated 20th September, 2018. Prior to the substitution it read as under:
“[Note: For the current financial (2018-2019), no fees shall be chargeable till the 15th September, 2018 and fee of Rs.5000 shall be payable on or after the 16th September, 2018]”
[9]Inserted by the Companies (Registeration Offices and Fees) Amendment Rules, 2019 vide G.S.R(E) dated 21st February, 2019 effective from 25th February, 2019
[10] Substituted by the companies (Registration offices and Fees) second Amendment Rules, 2019 vide Notification no. F. No. 01/16/2013CL-V(PT-I) dated 25th April, 2019. Prior to substitution it read as under:
| (i) Fee payable till 25.04.2019 on e -form ACTIVE | —- |
| [ii) Fee payable (in delayed case). | Rs. 10,000 |
[11]Substituted for the words “Forms including charge documents” by the Companies (Registration Offices and Fees) Third Amendment Rules, 2019. vide Notification No. G.S.R. 340(E) dated 30th April, 2019.
[12] Inserted by the Companies (Registration Offices and Fees) Third Amendment Rules,2019 vide Notification No.G.S.R. 340(E) dated 30th April, 2019 .
[13] Substituted by the companies (Registration offices and Fees) Fourth Amendment Rules, 2019 vide Notification no. F. No.01/16/2013 CL-V (Pt-I) dated 25th July, 2019. Prior to substitution it read as under:
[VII. FEE FOR FILING e- Form DIR-3 KYC under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.
| i) Fee payable till the 30th April of every financial year in respect of e-form DIR-3 KYC as at the 31st March of immediate previous year. | —- |
| ii) Fee payable (in delayed case). | Rs.5000 |
[14] Inserted by the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019 vide G.S.R.-749(E) dated 30th September, 2019.
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