Condonation of Delay

Section 460 of the Companies Act, 2013 provides for condonation of delay of application or document to be filed by a company. As per section 460(a) , where any application is required to be made to the Central Government under any provision of the Act, and if it is not filed within the time prescribed, the Central Government can condone the delay on the reasons recorded in writing. Provided that as per section 460(b) where any document is required to be filed to the Registrar under any provision of the Act, and it is not filed within the time prescribed, the Central Government can condone the delay on the reasons recorded in writing.

Process

  1.  Hold a meeting of the Board or pass Board resolution by circulation:

To consider and approve application for condonation of delay to CG;

To authorise CS or CFO or any director of the company to make application to CG;

To authorise any practising professional or officer of the company to appear before MCA, and execute an authorisation in favour of such representative.

2. File application for condonation of delay with CG in Form CG-1 along with:

-Copy of the resolution of the Board authorising the filing of the application and appointing authorized representative;

-Detailed application for condonation of delay;

-Affidavit indemnifying petition;

-Memorandum of Appearance;

-Letter of Authorization;

-Other required documents

3.  CG will scrutinize the application and issue the final order for other accepting or rejecting the application.

4. The order passed by CG shall be required to be filed with ROC in Form INC-28 within 30 days from the date of passing of the order along with the requisite documents and fees as per the directions issued by CG,

5. File the respective documents or forms with ROC for which condonation is done along with requisite documents and fees and SRN of Form INC-28.

Forms to be filled in the process:

FormPurpose
CG-1Condonation of delay
INC-28Information to ROC about the order of Court or Tribunal
Respective form or document for with condonation is done.

Draft Board Resolution:

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 Ministry of Corporate Affairs (‘MCA’), for condonation of delay in filling form INC-27 for —–.

RESOLVED FURTHER THAT Mr./Ms. _________, director and __________, Company secretary of the Company be and are hereby jointly/ severally authorized on behalf of the Company, to prepare, execute, sign and file necessary applications(s)/ form(s) with MCA, along with other documents, papers, affidavits, Vakalatnama/ Memorandum of appearance as may be required, to appoint advocates, solicitors, council 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.”

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