Companies Fresh Start Scheme 2020

To provide relief from additional fees on delayed filing of documents and forms with the ROC, the Ministry of Corporate Affairs (MCA) has come up with the Companies Fresh Start Scheme, 2020 (CFSS-2020) for an initial period of 6 months from 01-Apr-2020 to 30-Sep-2020 vide its General Circular No.12/2020 dated 30-Mar-2020. This is an opportunity for all defaulting companies to file all belated documents without any additional fees.

“Defaulting company” means a company defined under the Companies Act, 2013, and which has made a default in filing any of the documents, statement, returns, etc. including annual statutory documents (AOC-4 & MGT- 7) on the MCA-21 registry on due time.

“Inactive Company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years;

Applicability and Forms Covered: all defaulting companies as defined above will be permitted to file all belated documents which were due for filing, without any additional fees (excluding delayed filing of Form SH-7 for increase in authorized capital and charge related documents), including the following:

Forms Covered under CFSS

- Form MGT-7: Annual Return

- Form AOC-4: Annual Financial Statements

- Form INC-22A: Active Company Tagging Identities and Verification (ACTIVE)

- Form INC-20A: Declaration for commencement of business

- Form PAS-3: Return of Allotment

- Form ADT-1: Appointment of Auditor

- Form MGT-14: Filing of Resolutions and agreements to the Registrar

- Form DIR-12: Particulars of appointment of Directors and the key managerial personnel and the changes among them

Forms Not Covered under CFSS

- Form SH-7: Increase in Authorised Share Capital

- Forms CHG-1, 4, 8, 9: Charger related documents

Not Applicable on Following Companies

- Companies against which action for final notice for striking off the name u/s 248 of the act have already been initiated by the Designated Authority;

- Companies which have already filed STK-2 for strike off of Company with ROC;

- Amalgamated Companies;

- Already filed application for obtaining dormant status;

- Company with an appeal pending before the court of law;

- Company having management disputes that are pending before any court of law or tribunal;

- Companies which are convicted by any court in any matter and no appeal has been preferred against such orders of the Court before this Scheme has come into force;

- Companies upon which an order passed for imposing penalty by an adjudicating authority under the Act, and no appeal has been preferred against such orders of the Adjudicating Authority before this Scheme has come into force.

Benefits of CFSS

- Condonation of all additional fees for filing of belated documents;

- Immunity from prosecution;

- Withdrawal of proceedings of adjudication of penalties u/s 454.

Note: Immunity from Prosecution and Proceeding shall be provided only to the extent such prosecution or proceedings for imposing penalty under the Companies Act pertain to any delay associated with filing of belated documents. Any other consequential proceedings, including any proceedings involving interests of any shareholder or any other person qua the company or its directors or key managerial personnel would not be covered by such immunity.

Procedure for Claiming Scheme Benefit

1. Defaulting company to file the overdue documents in respective prescribed e-Forms by paying the normal statutory filing fee without any additional fee within due immunity period.

2. Subsequently file Form CFSB-2020 after making good all the defaults and after closure of the Scheme but not after the expiry of six months from the date of closure of the Scheme. There is no filing fees of Form CFSB-2020. It is a self declaration based form certified by the Director.

3. Following which the ROC will issue an Immunity Certificate.

Companies can simultaneously apply to get themselves declared as Dormant Company under section 455 of the Companies Act, 2013 by filing e-Form MSC-1, or choose to file for striking off the name of the company by filing e-Form STK-2.

Letter to Tenant Allowing Delayed Payment of Rent

To <tenants>

Sub: Allowing Delayed Payment of Rent for April 2020

**********

Dear Sir,

At the very outset, I would like to wish safety and hope for better days ahead to your company and all its staff members and their families.

This has reference to the sudden shock that has befallen all of us due to the Covid-19 outbreak, which has put most of our business and the industry on halt.

In the capacity of not just the landlord in the current context, but also being a fellow business owner, I can imagine the financial hardship that may have befallen your organization. Our company is a medium-scale enterprise in the already bleeding auto-parts industry. We are currently in the midst of collecting all our pending receivables so that we can manage enough liquidity to ensure that our labor workforce, who are daily wage earners, are paid in time so that they can last this period of shutdown without having to go empty stomach or having to resort to the streets in want of basic necessities and work.

In the meanwhile, we have also written to our bankers to enhance our credit facilities so as to provide support as referred to by the RBI in its relief measures announced on the 27th of March, 2020.

We understand that your business must be facing similar challenges.

Thus, as a goodwill gesture, we are allowing you to pay us rent for the property located at ______________, for the month of April 2020 by 30th April, 2020 instead of by 7th April, 2020.

We would also not be charging you any interest on delayed payment of rent.

Thanking you and wishing safety on you all.

Sincerely,

________________

Director

________________ Ltd.

Letter to Vendors for Enhanced Credit Period During Covid-19

To <vendors in BCC or specifically to each major vendor>

Sub: Request for Enhanced Credit Period

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Dear Sir,

At the very outset, we would like to wish safety and hope for better days ahead to your company and all its staff members and their families.

This has reference to the sudden shock that has befallen all of us due to the Covid-19 outbreak, which has put most of our business and the industry on halt.

Our company is a medium-scale enterprise in an already bleeding industry facing a slowdown. We are currently in the midst of collecting all our pending receivables from clients who are cash-rich global enterprises so that we can manage enough liquidity to ensure that our labor workforce, who are daily wage earners, are paid in time so that they can last this period of shutdown without having to go empty stomach or having to resort to the streets in want of basic necessities and work.

In the meanwhile, we have also written to our bankers to enhance our credit facilities so as to provide support as referred to by the RBI in its relief measures announced on the 27th of March, 2020.

In these tough times, we would want to make the following requests to you.

1. Enhancement of Credit Period: If any payments for supplies made before 31st March 2020 are falling due to you within the months of April or May 2020, we would request you to bear with us for our factory and office to be opened after the lockdown, so that we can get our operations running once again and start releasing all payments in a planned manner to all vendors.

2. Non-Charging of Interest: We are trying our level best to ensure all our vendors are paid in time and there is no hardship to anyone due to us. In our attempt to do so, we seek your support and would request you to not raise any debit notes on us for delay in payments in the form of interest or penalty charges, as we will be unable to bear any such additional costs in these tough times.

3. Confirm before Depositing Cheques Issued: If our company has issued you post-dated cheques which are due for encashment between 1-Apr to 31-May-2020, we would request you to speak with the undersigned before depositing them with the bank, so that we can ensure there are adequate funds available in the bank account and the cheques are not dishonored. In case of non-availability of funds, we may ask you to wait for a few days till funds are arranged for from our bankers and few cash-rich customers. We assure you that we will be working hard towards planning your payment on priority in our fund flow plan.

We seek your support in these testing times and are hopeful that the business community will be able to collectively sustain these difficult times with mutual support.

Thanking you and wishing safety on you all.

Sincerely,

________________

Director

________________ Ltd.

Letter to Bankers for Deferment of Payment During Covid-19

To <bankers>

Sub: Deferred Payment for Loan ID / CC Facility No. _______

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Dear ______ Bank Team,

This has reference to your bank's policy honoring the regulatory measures and relief announced by the RBI vide Circular DOR.No.BP.BC.47/21.04.048/2019-20 dated 27-Mar-2020 in view of the Covid-19 outbreak.

We would like to take the benefit of the following relief measures for our term loan and other short term working capital facilities, including but not limited to cash credit limits, buyer's credit, letters of credit, etc. sanctioned vide letter dated ________, and all other borrowing facilities taken by our company from your bank.

1. Term Loan Moratorium: Moratorium of three months on payment of all term loan instalments falling due up to 30-Jun-2020 for all term loans. Kindly do not deduct EMIs from our accounts till the said date.

2. Defer Interest on CC/ WCDL/ BC/ LC, etc: Kindly defer the recovery of interest applied in respect of all working capital facilities during the period from 01-Mar-2020 up to 30-Jun-2020 in respect of facilities sanctioned in the form of cash credit / over-draft (CC/OD).

3. Expansion of Drawing Power: Kindly recompute our drawing power. Let us know the additional amount that we can overdraw from our already sanctioned facilities and we would also request you to let the overdrawn amount be fully utilized up to 30-Jun-2020.

4. Reduction in Margin/Liberal Expansion of Facility: Kindly also expand our borrowing facility in the available limits for Cash Credit or WCDL, which is free for us to use in any way to meet current working capital requirements. We would request you to not appropriate them in the proportion of the various facilities such as for Buyer's Credit, Bill Discounting, Letters of Credit, etc. Instead, please allow the expanded drawing power in CC/WCDL only.

5. Reduction in Lending Rates of Interest: Since the RBI has reduced its rates, we would request you to pass on the benefit to us by suitably reducing the borrowing rates on our term loans and other facilities with immediate effect. We hope correlated relief will be offered in the form of floating rates to us immediately.

6. Credit Card Dues: The same benefits may also be extended to our corporate credit cards, the repayment for due amounts on which shall be done after the abovementioned moratorium period on other facilities.

7. No Penal Interest: Please ensure no penal interest for delay is charged to our accounts. We shall try and repay the outstanding amounts as soon as our business operations are back in running after the lockdown is lifted and we can resume work.

8. Maintaining our Asset Classification and Credit Rating: Kindly maintain our asset classification with the bank as standard assets as we have so far not defaulted on any of our debt servicing payments, and would continue servicing our debts timely, soon after 30th June, 2020.

9. Our Eligibility for Relief: We are eligible for the abovementioned relief measures due to the following reasons:

(i) rescheduling of orders

(ii) shutdown of work place

(iii) non-availability of manpower and transportation to complete current orders

(iv) non-realization of debtors due to lockdown on the nation

(v) we are not under IBC proceedings

(vi) we are classified as a standard asset, servicing our loan repayments on time

10. Communication for Honoring Payments: In the unforeseen case in the next two months when the account balance limits maybe low and the facilities fully overdrawn, we would request you to speak with the undersigned before dishonoring any cheque presented for payment, so that the company can arrange for the required funds immediately to ensure no hardship to any vendors to whom post-dated cheques had been issued.

We shall be happy to provide any documentation in this regard as soon as the lockdown is lifted.

Please consider our request to be granted with immediate effect. Kindly acknowledge receipt.

Thanking you and wishing safety on you all.

Sincerely,

______________

Director
____________ Ltd.