General Circular No. 1/2011
F. No. 2/7/2010-CL V Government of India Ministry of Corporate Affairs
5 th Floor, ‘A’ Wing, Shastri Bhavan, Dr. R.P. Road ,
New Delhi Dated the 3 rd Feb, 2011
To All Regional Director, All Registrar of Companies. Subject: Easy Exit Scheme , 2011
In continuation to this Ministry’s earlier circular no. 6/2010 dated 03.12.2010 on the subject cited above, it has been decided to extend the Scheme for another three months i.e. upto 30 th April, 2011. 2. All the terms of circular no. 6/2010 dated 03.12.2010 will remain the same.
Yours faithfully, (Monika Gupta) Assistant Director
It has been observed that certain companies have been registered under the Companies Act, 1956, but due to various reasons some of them are inoperative since incorporation or commenced business but became inoperative later on and are not filing their due documents timely with the Registrar of Companies. These companies may be defunct and are desirous of getting their names strike off from the Register of Companies.
In order to give an opportunity to the defunct companies, for getting their names strike off from the Register of Companies, the Ministry had launched a Scheme namely, “Easy Exit Scheme, 2010” under Section 560 of the Companies Act, 1956 during May-Aug, 2010. A large number of companies availed this scheme. However, on huge demands from corporate sector, the Ministry has decided to re-launch the Scheme as, “Easy Exit Scheme, 2011” under Section 560 of the Companies Act, 1956. The details of the Scheme are as under:-
The Scheme shall come into force on the 1st January, 2011 and shall remain in force up to 31st January, 2011.
Procedure for making an application:-
(a) Any defunct company desirous of getting its name strike off the Register under Section 560 of the Companies Act, 1956 shall make an application in the Form EES, 2011, annexed;
(b) The Form EES, 2011, should be filed electronically on the Ministry of Corporate Affairs portal namely www.mca.gov.in accompanied by filing fee of ` 3,000/-;
(c) In case, the application in Form EES, 2011, is not being digitally signed by any of the director or Manager or Secretary, 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;
(d) In all cases, the Form EES, 2011, 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;
(e) The company shall disclose pending litigations if any, involving the company while applying under this Scheme;
(f) The Form shall be accompanied by an affidavit annexed at Annexure- A of Form EES, 2011, which 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, 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 after the 1st April, 2008, as the case may be;
(g) The Form EES, 2011 shall further be accompanied by an Indemnity Bond, duly notarized, as annexed at Annexure B of Form EES, 2011, 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;
(h) The Company shall also file a Statement of Account annexed at Annexure C, prepared as on date not prior to more than one month preceding the date of filing of application in Form EES, 2011, duly certified by a statutory auditor or Chartered Accountant in whole time practice, as the case may be.
(i) In the case of 100% Government companies, if no Board is in existence, an officer not below the rank of Deputy Secretary of the concerned administrative Ministry may be authorized to enter his name and other details in Form EES, 2011 and in Annexure A, B and C in place of name and other details of the directors and also to sign the said documents before filing.
Availing the benefit of the Scheme timely will prevent companies from prosecution and other legal action.
After the closure of the Scheme, MCA would take penal action against the directors of the defaulting companies who have not taken steps for de-registration of the company.