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  • Writer's pictureCS Joseph Sequeira

Condonation under The Companies Act. 2013

The term 'Condonation' under The Companies Act, 2013 means the condonation of delay in filing forms, applications and documents under the relevant provisions of the Act.


The Company is required to file an application for condonation of delay in Form CG-1 and make the payment of additional fees to the Central Government (CG) or the Registrar of Companies after giving sufficient reasons for delay for non-filing of documents or applications within the prescribed time.


The process is set out in Section 460 of the Companies Act, 2013 and the additional fee is payable in terms of The Companies (Registration, office and fees) Rules, 2014.


Condonation under The Limited liability Partnership Act, 2008

The Central Government, pursuant to section 67 (1) of the Limited liability Partnership Act, 2008, extended the provisions of section 460 of the Companies Act, 2013 to limited liability partnerships (LLPs) w. e. f. 30th January, 2020.


Process for Condonation of delay

1. The Company is required to convene a Board Meeting to inter-alia approve the following business:

(a) To consider and approve the application to CG for condonation of delay ; (b) To authorise the Company Secretary or any Director of the company to make the said application to CG and

(c) To authorise any practising professional or officer of the company like Company Secretary or CFO or Managing Director to appear before MCA.


The following draft resolution is as under:

"RESOLVED THAT pursuant to the provisions of section 460 read with section ___ of the Companies Act, 2013 and rules made thereunder (including any statutory modification/s or re-appointment/s thereof for the time being in force), the consent of the Board be and is hereby accorded to file an application to the Ministry of Corporate Affairs (‘MCA’), for condonation of delay in ______________.

RESOLVED FURTHER THAT Mr./Ms. _________, Director and /or __________, Company Secretary, be and are hereby jointly/ severally authorized on behalf of the Company, to prepare, execute, sign and file the necessary applications(s)/ form(s)/documents with MCA, along with other affidavits, Vakalatnama/ Letter of Authorization, Memorandum of Appearance as may be required, to appoint Advocates, Solicitors, and/or other professionals to appear before MCA, to settle all matters arising out of and incidental thereto, on behalf of the Company and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”


2. To prepare the Application in Form CG-1 to be filed to Central Government with the following:

a. Board Resolution authorizing a professional to appear on behalf of the Company.

b. Application for Condonation in Form CG-1 with reasons for such delay.

c..Documentary evidence like Deed creating charge or hypothecation on the assets of the Company, Deed of Modification or Satisfaction of Charge. etc.

d. Affidavit verifying the petition;

e. Memorandum of Appearance;

f. Other documents as may be necessary. .


3. The Central Government will scrutinize the application received and issue the order in writing accepting or rejecting the application.


4. The Company is required to file the Central Government order with the ROC in Form INC-28 within 30 days of date of such order, along with the requisite documents and fees as per the directions issued by CG.


5. The Company is also required to file the respective documents or forms with the ROC for which condolation is done along with requisite fees and SRN of Form INC-28.


Effect of non-condonation of application by CG

In the rare case where the delay is not condoned or the application is not made to the CG, the Secretarial Auditor is required to specify the non-compliance in the Secretarial Audit Report given in Form MR—3 as well as the Certificate in relation to the Annual Return for the year in Form MGT-8.


The Writer is a Practicing Company Secretary with more than 30 years in project consultancy. He can be contacted for queries or assistance at the following address:

CS Joseph Sequeira B.Com, LL.B, FCS, MICA Practicing Company Secretary Delfina Apts, Opp. Rosary Church, Caranzalem, Panaji, Goa - 403004 Email : josephcf@yahoo.com Phone: +91 8380087153. Website: www.csjoseph.in

Disclaimer The information given in this document has been made on the basis of the provisions stated in the Companies Act, 2013. It is based on the analysis and interpretation of applicable laws as on date. The information in this document is for general informational purposes only and is not a legal advice or a legal opinion. You should seek the advice of legal counsel of your choice before acting upon any of the information in this document. We are not responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document.

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