Rajput Jain And Associates

Rajput Jain & Associates

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Closure of a Company

FAST TRACK EXIT SCHEME FOR CLOSING OF DEFUNCT COMPANY

Ministry of Company Affairs (MCA). MCA has issued Guidelines for “Fast Track Exit (FTE) Mode” to give opportunity to the defunct companies to get their names struck off from the register under Section 560 of the Companies Act, 1956 in time bound manner. As per MCA circular No. 36/2011 dated 7 June 2011.

Hassle Free Closing of Defunct Company

For Defunct Company Owner

DOCUMENTS REQUIRED UNDER FAST TRACK EXIT SCHEME

Applicant is required to file an application in the prescribed Form FTE along with prescribed fee of Rs. 5,000/. The attachments to Form FTE are as follows:-

  • An affidavit sworn by each of the existing director(s) of the company to the effect that the company has not carried on any business since incorporation or that the company did some business for a period up to a date (which should be specified) and then discontinued its operations and has not carried on any business since last one year, as the case may be An affidavit should be sworn by each of the existing director(s) of the Company before a First Class Judicial Magistrate or Executive Magistrate or Oath Commissioner or Notary. An Indemnity bond shall be duly notarized. In case of foreign nationals and NRIs, Indemnity Bond and Affidavit may be notarized as per their respective country’s law.
  • Board resolution showing authorization for filing the application.
  • On affidavit for each director Rs. 10/-
  • Indemnity Bond, duly notarized, to be given by every director individually or collectively, to the effect that any losses, claim and liabilities on the company, will be met in full by every director individually or collectively, even after the name of the company is struck off the register of Companies
  • Statement of Account prepared as on date not prior to more than one month preceding the date of filing of application in Form FTE duly certified by a statutory auditor or Chartered Accountant in whole time practice, as the case may be. It is to be attached to e-form shall not be older than 30 days preceding the date of application in e-Form FTE.
  • Stamp required is as under (Value of stamp duty is based as applicable in Delhi):-
  • On Indemnity Bond for each director Rs. 200/- for other states relevant stamp act need to be cross verified for applicable stamp duty.

Following are the main criteria for making an application under FTE:-

  • Main criteria of Fast Track Exit Scheme

  • The company applying under Fast Track Exit Scheme should not have any asset and liability.
  • The company should not have commenced any business activity or operation since incorporation or at least one year must has been passed since last business activity or operation.
  • Company need not require regularizing its filling of Annual form.
  • Company should have active status on Ministry of Company Affairs (MCA) portal.
  • If any stock/machinery it may be written off.
  • Information Required Fast Track Exit Scheme

  • Date of Board meeting, CIN and PAN,
  • Whether the company is listed or not,
  • Details of director(s), Managing Director, manager, secretary of the company,
  • Brief description of main objects of the company as per Memorandum of Association,
  • Brief about main business last carried out.
  • Whether there are litigation(s) pending against or involving the company,
  • Information and Documents on any changes in Directorship or Shareholding in the company,
  • Copy of DIN Letter/Pan Card/Passport/duly self-attested by the director & attested by PCS,

COMPANIES TO WHOM FAST TRACK EXIT SCHEME IS NOT APPLICABLE:

  • Main criteria of Fast Track Exit Scheme

  • Listed Companies
  • De-listed Companies due to non- compliance of Listing Agreement or any other statutory Laws
  • Section 25 Companies
  • Vanishing companies
  • Companies where investigation / inspection ordered and yet to be taken up or pending
  • Companies where order u/s 234 has been issued by ROC and reply is pending
  • Companies where prosecution for a non-compoundable offence is pending in court.
  • Information Required Fast Track Exit Scheme

  • Company for which filing of docs have been stayed by court or CLB or CG or any other competent authority
  • Company having dues of Income tax / sales tax / central excise / banks / financial institutions / CG / SG / other local authorities
  • Companies not having active / dormant status on MCA portal
  • Company having secured loan
  • Company having management dispute
  • Companies accepted deposits which are outstanding or default in repayment

Important Points/Conditions under Fast Track Exit Scheme:

  • Litigation: Fast track exit mode does not mention anywhere that a Company against which litigation is pending cannot apply for striking off the name of the Company from the Register maintained by the ROC. Hence, a Company against which litigation is pending can apply under fast track mode. Further, details of pending litigations are required to be filled up in e-form FTE which has a reference in affidavit format too. Any pending litigations involving the company should be disclosed while applying under this Scheme;
  • NOC is not required from Income Tax / Sales Tax / Central Excise / other Govt authorities. But all directors need to confirm that there are no dues pending against Company with any such authorities. And MCA will send letter confirming that Income Tax has no objection for striking off the name of the said Company.
  • Objections: The applicant Company can reply to the objections raised by RBI, Income Tax Department or any other department. There is no time period specified by ROC for giving reply by the applicant Company. If RBI, Income Tax or the relevant Department is satisfied with the reply given by the applicant Company, ROC will allow the striking off name of such Company.

Rajput Jain & Associates offer some of the most customized solutions for our clients related to the Fast Track Exit mode. Under this scheme the companies which have become defunct can easily exit from the industry. Our team of experienced Chartered Accountants and other consultants are proficient in assuring our client with the required solutions. Irrespective of the capital which is authorized.

What Are You Waiting For?

  • CONSULTANCY SERVICES

  • We provide Ad-Hoc Consultancy onTDS, Services Tax, Income Tax, International Taxation on case to case basis.
  • As per the requirement of the client, consultancy can be followed by opinion in writing on the issues discussed.
  • Only opinion in writing based on the specific queries of the client.
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  • SERVICES ON RETAINER SHIP BASIS

  • Guidance over phone or email throughout the year.
  • Once in a month/ quarter visit to the client’s premises for test checking the records and solving on the job queries of the operating staff.
  • Draft Reply to the letter received from department.
  • Filing of Monthly/ Quarterly Returns On-line.
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  • INTERNAL, EXCISE, SERVICE TAX, TAX AUDIT

  • To carry out detailed Internal Audit or Compliance Study of the documents generated and records maintained and then submit the report consisting of ‘Financial Implications’, ‘Revenue Loss to the Government’ and ‘Procedural Lapses.
  • This will help to minimise the likely objections from the department during their audit
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  • OTHER RELATED SERVICES

  • Obtaining Central Excise and Service Tax Registration
  • Obtaining ‘Import Export Code Number’
  • In-House Training for operating staff on Excise and Service Tax.
  • E filing of Excise & Service Tax Returns.
  • Preparing Draft Reply for letters received from dept.
  • Handling Show Cause Notices received from the dept.
  • Read More

FAQ’s on Fast Track Exit mode.

Fast Track Exit mode is introduced by Ministry of Corporate Affairs for giving opportunity to non-operating companies for getting their names struck off from the records of Ministry of Corporate Affairs. Fast Track Exit mode is an easy mode of closing non-operating companies at cheaper cost with lesser formalities under section 560.

Defunct Company means a Company registered under the Companies Act, 1956 (hereinafter referred to as "the Act") which is not carrying over any business activity or operation:

  • Since incorporation or is not carrying over any business activity or operation for last one year before making application,
  • Having Nil assets & liability,
  • Which has 'active' status or identified as the 'dormant' Company by the Ministry.

Vanishing Company means a Company which fulfills following conditions:-

  • A Company registered under the Act,
  • Listed on Stock Exchange,
  • Has failed to file its returns with Registrar of Companies (hereinafter referred to as "ROC") and stock exchange for consecutive period of 2 years,
  • Is not maintaining its registered office at the address notified with ROC or Stock Exchange,
  • None of its directors are traceable.

Following Companies can apply under fast track exit mode for striking off its name from register of Registrar of Companies:-

  • Companies which are not operating or not carrying on any business since last one year from the date of application or,
  • Companies which are not operating or not carrying on any business since incorporation and,
  • Company having Nil assets & liability.

However, all companies which want to apply shall have ‘active’ or ‘dormant’ status on MCA portal.

Following Case Fast Track Exit mode is best Choices for company closer:

  • If you want to close your Private Limited Company, is should be at-least a year old and the creditors of the company should be willing to let you close the company. Then, you can close your company through Fast track scheme.
  • A Private Limited Company, which said to have perpetual succession sometimes faces crucial situation such as low profit, loss, labour problem, no market for the product etc. In such conditions you can avail the Fast Track Scheme, introduced by the Ministry of Corporate Affairs.
  • A Fast Track scheme is the easy route for the Directors to close their company without much legal complications and time consuming.
  • Instead of going for Winding-up of Company, which you need to appoint or Court would appoint an Official Liquidator and the process, would go on for months. In order to avoid all these lengthy legal formalities, you can use the option of Fast Track Exit Scheme to close your Private Limited Company.

Form FTE is required to be filed with ROC for making application under fast track exit mode.

Following documents are required to be attached to e-form FTE:-

  • Statement of Accounts (duly signed by one MD / Director / Secretary and Certified by Auditor of the Company or any other Chartered Accountant)
  • Copy of Board Resolution authorizing directors to file application
  • Indemnity Bond duly notarizes and signed by all directors
  • Affidavit duly notarizes and signed by all directors (separately)
  • Physical Copy of e-form FTE duly signed by Director / MD / Manager / Secretary if no DSC is available
  • Attested copy of PAN / Passport (in case DIN is not available)
  • NOC from Govt (if applicable)
  • Any other optional attachment

Following is the process for filing application under fast track mode:-

  • A Company eligible to apply for striking off its name needs to apply to Registrar of Companies in Form FTE
  • The Form FTE, should be filed electronically on the Ministry of Corporate Affairs portal namely www.mca.gov.in and by making payment of Rs. 5000/-,
  • In case, the digital signature of any of the director or Manager or Secretary is not available for affixing to Form FTE, a physical copy of the Form duly filled in, shall be signed manually by a director authorised by the Board of Directors of the Company and shall be attached with the application Form at the time of its filing electronically,
  • Form FTE, shall be certified by a Chartered Accountant in whole time practice or Company Secretary in whole time practice or Cost Accountant in whole time practice,
  • Any pending litigations involving the Company should be disclosed while applying under this Fast track exit mode,
  • Attachment documents as stated in question no. 7
  • Upload Form FTE with MCA.

ROC will initiate following process after filing application under fast track:-

  • The Registrar of Companies shall examine the same and if found in order, shall give a notice to the Company under section 560 (3) of the Companies Act, 1956 by e-mail on its e-mail address intimated in the Form, giving thirty days time, stating that unless cause is shown to the contrary, its name be struck off from the Register and the Company will be dissolved,
  • The Registrar of companies shall put the name of applicant(s) and date of making the application(s) under Fast Track Exit mode, on daily basis, on the MCA portal www.mca.gov.in, giving thirty days’ time for raising objection, if any, by the stakeholders to the concerned Registrar,
  • In case of Company(s) like Non-Banking Financial Company(s), Collective Investment Management Company(s) which are regulated by other Regulator(s) namely RBI, SEBI, the Registrar of Companies, at the end of every week, after the Fast track exit mode commences, shall send intimation of such Companies availing Fast Track Exit mode, during that period to the concerned Regulator(s) and also an intimation in respect of all companies availing Fast Track Exit mode, during that period to the office of the Income Tax Department giving thirty days time for their objection, if any,
  • The Registrar of Companies immediately after passing of time given in above sub-paras and on being satisfied that the case is otherwise in order, shall strike its name off the Register and shall send notice under Section 560 (5) of the Companies Act, 1956 for publication in the Official Gazette and the applicant Company under this Fast track exit mode shall stand dissolved from the date of publication of the notice in the Official Gazette.

Stamp Duty is required to be paid on Affidavit and Indemnity Bond as per respective State Stamp Act. As per Bombay Stamp Act, (Maharashtra) affidavit should be on non-judicial stamp paper of Rs. 100/- and Indemnity Bond on non-judicial stamp paper of Rs. 200/- or franking of equivalent value for both.

An affidavit should be sworn by each of the existing director(s) of the Company before a First Class Judicial Magistrate or Executive Magistrate or Oath Commissioner or Notary. An Indemnity bond shall be duly notarized.

Signatures of Managing Director / Director / Secretary etc. is required as follows:-

S. No.

Name of the document

Signature requirement

1

e-form FTE

Digital Signature Certificate (DSC) of any one of the following who is authorized to sign as per Board Resolution:-

  • Managing Director
  • Director
  • Manager
  • Secretary

2

Board Resolution

Certified True Copy signed by any one of the following:-

  • Managing Director
  • Director
  • Manager
  • Secretary

3

Affidavit

Signed before authorities as mentioned in answer to below Question by all existing directors of the company.

4

Indemnity Bond

Signed before authorities as mentioned in answer to below Question by all existing directors of the company.

5

Statement of Accounts

The fast track exit mode is silent on how many directors should sign the Statement of Accounts. So, it is advisable to take signatures of 2 directors, including Managing Director, if any. It is also required to be signed by Secretary, if any.

To be certified by any one of the following:-

  • Statutory Auditor of the company
  • Chartered Accountant in whole-time practice

DIN is not mandatory for Managing Director or Director of the Company making application under fast track mode. Details of Managing Director or Director can be filled up for inserting Permanent Account Number (PAN) or Passport Number instead of DIN.

DSC of Director is not mandatory for filing online application i.e. e-form FTE with ROC. If DSC is not available take the print out of e-form FTE and obtain manual signature of director authorized to sign it as per Board Resolution and attach the same to e-form FTE.

Following information is required to fill up the application (e-from FTE):

Information for Affidavit / Indemnity Bond:-

  • Date of Board Meeting for passing resolution for closure under the Fast track exit mode
  • Name of the Company
  • CIN
  • Registered Office Address
  • Email ID
  • Date of Incorporation
  • Status of the Company i.e listed / delisted / Regd with SEBI / NBFC / Venture Capital Company
  • Copy of DIN application or DIN number else PAN copy or Passport copy. (Information about Director / MD / Manager / Secretary (DIN is not compulsory- options- PAN / Passport)
  • Copy of Memorandum of Association for Main object of the Company
  • Brief Description of main business last carried out by the Company
  • Any litigations pending against or involving Company (Brief details)
  • Details of Assets and Liabilities (Statement of Accounts not older than 1 month of filing Application)

2. Information for Affidavit / Indemnity Bond:-

  • Copy of Pan / Passport as stated above plus present and permanent residential address proof if passport is not available or update.
  • How many years the Company is not operating with reasons
  • Confirmation about no dues with Income Tax / Sales Tax / Central Excise / Bank / Financial Institution / Govt or Local authority

Fast track exit mode does not mention anywhere that a Company against which litigation is pending cannot apply for striking off the name of the Company from the Register maintained by the ROC. Hence, a Company against which litigation is pending can apply under fast track mode. Further, details of pending litigations are required to be filled up in e-form FTE which has a reference in affidavit format too.

No. A Company which has not paid income tax / sales tax / central excise / other Govt dues cannot make application under fast track exit mode. Format of affidavit mentioned in the form FTE and e form FTE requires confirmation from directors that there are no dues as mentioned above are pending.

No. NOC is not required from Income Tax / Sales Tax / Central Excise / other Govt authorities. But all directors need to confirm that there are no dues pending against Company with any such authorities. And MCA will send letter confirming that Income Tax has no objection for striking off the name of the said Company.

There is no need to update Master Data with current email address. The email address mentioned in e-from FTE will not be pre-filled by MCA. It can be typed by the applicant.

If the ROC has sent notices to the Company under Section 560 (1) or 560 (2) or 560 (3) of the Act, then such Company needs to make an application to the Registrar of Companies, in writing, that it proposes to strike off the name of the Company by following the procedure under Fast Track Exit mode and submit the documents requisite under fast track exit mode. Further procedure will be initiated by the Registrar in this regard.

Following are the liabilities of directors after striking off the name of the Company by ROC:-

  • to pay and settle all lawful claims arising in future after the striking off the name of the Company.
  • to indemnify any person for any losses that may arise pursuant to striking off the name of the Company.
  • to settle all lawful claims and liabilities which have not come to notice even after striking off the name of the Company.

No. There is requirement of having NIL Balance Sheet.