Friday, December 24, 2010

Why Ministry of Corporate Affairs should introduce Easy Exit Scheme?

All of you in corporate practice would have noticed Easy Exit Scheme, 2011 introduced by the Ministry of Corporate Affairs to pave way for weeding out defunct companies. Previously when this scheme was introduced, several companies had exited. Similarly now defunct companies could become active to apply for an exit. One of the benefits of this scheme is that the applicant comapnies do not need to update all accounts and returns and  other documents which such companies might have omitted to file. As such it is quite possible that several squared up transactions do not get reported and several contraventions might not get detected at all. For instance if in Year 1 there is a loan transaction carried out in perfect violation of Section 295 of the Companies Act, 1956 and in Year 2 the same has been squared by an entry and in Year 3 [let us say 2011] they file a Statement of Account and get an honourable exit (officially), it is nothing 'closing eyes where they are supposed to open'. In this era of scams, should MCA be introducing schemes such as EES 2011 without proper safeguards? Would it not be prudent for professional certifications as regards 'no violation' in the past three years at least? If complaints are not there, could that indicate 'all is well"? Are we not having enough experience of shareholders filing complaints under Section 235 / 273 / 397/ 398 and other provisions even after 8 to 10 years upon coming to know of issues? Can there be an exit otherwise than through a proper winding up in the case of companies with assets and liabilities? How is the EES, 2011 valid when it allows companies with assets and liabities to exit? What is the validity of the indemnity of one or two directors? Will there be any verification of their means and credibility so as to say that their indemnity would stand the test at the relevant time? Are we not hearing many a stories of closure of companies floated by Kings through such schemes which could have been 'pass through' for various transactions? It is time we wake up and make the administration shake up!    

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