FORM 22A (ACTIVE)

ALL ABOUT FORM 22A (ACTIVE)

MCA has introduced on 21^st February, 2019, Companies (Incorporation) Amendment Rules, 2019. These rules shall come into force from 25^thFebruary, 2019.  A new Rule 25A inserted after Rule 25.

A New Form 22A (e-form Active) Introduced.

Purpose:

This is MCA’s new tool to identify active company and non-active company and enforce to vacate the office of disqualified members of Board and complete the pendency of filing to ROC

Summary:

Every Company incorporated on or before 31st December, 2017 shall file Particular of Company, Directors, KMP’s, Auditors and Registered Office in e-form Active (i.e. e-form 22A) on or before 25.04.2019.

If Company has not filed its due Financial Statement (AOC-4) or Annual Return (MGT-7) or both with ROC. Such Company shall not allowfiling e-form ACTIVE. But those companies are under management dispute can file e-form 22A ACTIVE.

Therefore, Companies are required to complete its Annual Filing before filing of e-form Active (i.e. 22A) except management disputed Company.

If there is any management dispute and company has informed the same to ROC. In such case even without completion of Annual Filing (AOC-4 or MGT: 7) Companies are allowed to file e-form ACTIVE.

Exempted to file e-form 22A (e-form Active)

· Struck off Companies (Whether by ROC or sue motto)

· Companies under process of Strike off

· Companies under amalgamation

·Companies Incorporated after 31^st December, 2017

FAQ

Q.1 If a Company obtained status of ‘Dormant’ whether required to file e-form Active (22a)?

Ans.Only above mentioned 4 category Companies are exempted from filing of e-form Active. Therefore, one can opine that yes Dormant Companies are also required to file e-form Active.

As per Rule 25A, Every Company required to file this form with ROC till 25.04.2019. If Company fails to file this form then Company barred to file (INC-22, DIR-12, SH-7 or PAS-3).

In such Case whether before 25th April, 2019 and before filing of e-form 22A Company want to do any or all of below mentioned tasks whether Company is allowed to do:

          A.   Change of Registered office of Company

          B.  Increase in Authorized Capital of Company

          C.  Appointment or Resignation of Directors / KMP

As per Rules Last date of Filing of Form 22A is 25th April, 2019. Therefore, If Company wants to alter anything in status of Company as mentioned above on or before 25th April, 2019 “allowed”.

Restriction on Company shall be applicable on 26th April, 2019 only in case Company fails to file e-form 22A.

Q.2 Whether LLP also required to file e-form 22A?

Ans.As per Language of Rule 25A “Every Company”, therefore, one can clearly opine that Only Companies are required to file this Form.

LLP are notrequired to file e-form 22A. They don’t require filing this form with ROC.

Q.3 What are information required to mentioned on Board of Company at Registered office?

Ans.  As per Section 12(3)(a), Every company shall-

Paint & Affix its Name (In Language of Locality)

Address of Registered Office (In Language of Locality)

IMPORTANT NOTE:

A.    In case of any Company (Private / Public) having paid up share Capital of Rs. 50,000,000/- or more required to appoint Company Secretary. And mandatory need to file form. Otherwise such Company shall not allow filing e-form Active.

B.  If any director of Company is disqualified. Company required file e-form DIR-12 for their vacation as per Section 167. Otherwise such Company shall not allow filing e-form Active.

C. Company has to maintain proper registered office and have to affix proper Board at Registered office by mentioned information as per Section 12.

D. Company properly have to appoint CEO, CFO, CS, if Applicable on Company.

E.  Completion of Annual Filing I.e. AOC-4 / MGT-7 up to date till F.Y. ended 31.03.2018 is mandatory. Otherwise such Company shall not allow filing e-form Active.

Q.3 Consequences If Company fails to file e-form 22A till 25th April, 2019?

Ans.  There are two types of consequences:

1.   After 25th April, 2019 if any Company will file e-form 22A. Company have to pay Fees of Rs. 10,000/-.

2.   Status of Company in Master Data shall be changed as “Active- Non Compliant” w.e.f. 26th April, 2019.

3.   Barred of Filing of Forms: Once status of Company changes as ‘Active Non-Compliant” It will be restricted to file following below mentioned forms:

Sh-7 (Increase in Authorized Capital)

PAS-3 (Allotment of Shares)

DIR-12 (Appointment and Resignation of Director (Except Cessation)

INC-22 (Change in Registered Office)

INC-28 (For purpose of Amalgamation or de-merger)

4.   Action by ROC: Company shall be liable for action under Section 12(9). ROC may remove the name of Company from its record.

FEATURES OF E-FORM 22A (ACTIVE)

Initial Details required mentioning in e-form 22A:

1.   Name and Registered Office of Company

2.   Latitude & Longitude of (RO)

3.   Mail ID & OTP Verification

4.   OTP shall be generating to file e-form 22A.

5.   Address Proof of Registered Office.

6.   Photo of Registered Office

7.   Showing external building and

8.   Inside office also showing therein atleast one director/KMP who has affixed his/her DSC on e-form 22A.

9.   Details of DIRECTORS required being mention in e-form 22A.

Name of Director                               

Status of DIN

NOTE:

1.   Company has to ensure that DIN of Directors is Active. DIN are not De-activated due to non-filing of DIR-3KYC or Disqualified u/s 164(2)

2.   Details of AUDITORS (Statutory / Cost) required being mention in e-form 22A.

Name of Auditor/ Firm                       

Membership No.

3.   Period of Account for which appointed

4.   Information about KMP:

5.   Details of MD/CEO/ WTD (DIN/ PAN, Name, Designation)

6.   Details of Company Secretary

7.   Details of CFO

8.   One more important Information:

SRN of AOC-4 and MGT-7 filed for Financial Year 2017-18

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Notification. It is based on the analysis and interpretation of applicable laws as on date. Under no circumstances whatsoever, the blogger shall be responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document. 

Written By

CS Diwakar Agrawal

Mob: +91-9911746549

HOW TO REGISTER A SOCIETY

The Societies Registration Act, 1860

Introduction

ACT: The Societies Registration Act, 1860 (‘Act’) provided for the registration of literary, scientific and charitable societies. The Act was a central legislation. Also, as per the societies registered in the respective states have to follow the law governing in that state.

OBJECT: The object of this Act, as given in its preamble, was to make provisions for improving the legal conditions of societies established for the promotion of literature, science or the fine art, or for the diffusion of useful knowledge, the diffusion of political, educational or for charitable purposes.

Process

1. Selection of unique name

2. Preparation of Memorandum of Association, Rules & Regulation

3. Prepare other documents such as

3.1. Cover letter requesting registration of society, by all founding member

3.2. Duly Certified copy of Resolution of registration of society

3.3. Declaration by the President of society

3.4. Id & Address proof of members

4. Filed the documents to the Registrar of Society

Some points that are to be kept in mind before the registration of the society which are as follows

1. Any seven or more persons associated for any scientific, literary or charitable purposes can apply for registration of society. No limit on a maximum number of persons is prescribed under the Society Registration Act.

2. Registration of society is undertaken by a basic document of Memorandum of understanding and Articles of Association with the specified rules and regulations. Such document consists of Name, occupation and address of all members and with the rights, power, duties and responsibilities of each member of the governing body.

3. The Memorandum of Association must mention the following items:

• Name of the society
• Address of the registered officer
• Name, addresses, designations, and occupations of the members of the society
• Objective of the society

4. Societies are registered by the association of at least 7 members. Each designated person will be elected by-election for 3 years at once or as specified by the society document.

5. The objects and rules of the society are formed as per the Societies Act, and one shall contact the society of registrar to have more details towards the creation of bye-law (Memorandum of understanding and articles of association). Also, one can ask the Auditor, chartered Accountant, Lawyers, Attorney to help in the bye-law creation.

6. No stamp paper is required for society registration. The governing body manages the society.

7. As per the Societies Act, the Governing body meeting and Annual general meeting should be conducted. Even a foreigner can be a member of a society in India.

8. The purpose and object of the society shall be literary, scientific or charitable purpose.

9. After registration of society, one shall apply for pan card if required. each year the accounts have to be submitted to the Registrar of societies.

10. Willfully providing false information or return or refusing or neglecting to send audited income and expenditure statement and information are offenses which can lead to fines or penalties.

11. It should be noted that name of our society should not be kept identical to any other society’s name according to the Society Registration Act.

CS Diwakar Agrawal

Mob: +91-9911746549

MCA FORM MSME-I ELIGIBILITY AND CRITERIA

COMPANIES NEED TO FILE RETURN FOR DELAYED PAYMENT TO M.S.M.E.

INTRODUCTION:

Small and Medium Enterprises (SMEs) are the backbone of a nation's economy. Like any other major economy, India too enjoys its fair share of SMEs which constitute bulk of the industrial base, also contributing significantly to the exports and GDP. SME segment has been a key engine of growth, employment, wealth distribution and effective mobilization of resources (both capital and skills) in India.

The Micro, Small, and Medium Enterprises Development (MSMED) Act, 2006 provided for facilitating the promotion and development and enhancing the competitiveness of MSMEs (commonly referred to as SMEs) and for the related matters. A big leap for SMEs was witnessed in 2010, with "The Prime Minister's Task Force" recommending setting up of dedicated stock exchange/ platform for SMEs. SEBI, through its circular dated May 18, 2010, laid down framework for setting up a stock exchange/ trading platform dedicated to SMEs.

CLASSIFICATION:

As per Section 7 of MSMED Act, 2006 Classification of enterprises:

S. No.	Enterprises	Rendering Services	Manufacturer
1.	Micro Enterprise	Investment in equipment does not exceed Rs. 10,00,000/- (Rupees Ten Lakh)	Investment in plant and machinery does not exceed Rs. 25,00,000/- (Rupees Twenty Five Lakh Rupees)
2.	Small Enterprise	Investment in equipment is more than Rs. 10,00,000/- (Rupees Ten Lakh) but does not exceed Rs. 2,00,00,000/- (Rupees Two Crore Rupees)	Investment in plant and machinery is more than Rs. 25,00,000/- (Rupees Twenty-Five Lakh) but does not exceed Rs. 5,00,00,000/- (Rupees Five Crore Rupees)
3.	Medium Enterprise	Investment in equipment is more than Rs. 2,00,00,000/- (Rupees Two Crore Rupees) but does not exceed Rs. 5,00,00,000/- (Rupees Five Crore Rupees)	Investment in plant and machinery is more than Rs. 5,00,00,000/- (Rupees Five Crore Rupees) but does not exceed Rs. 10,00,00,000/- (Rupees Ten crore)

MCA NOTIFICATION:

Companies (Furnishing of information about payment to microand small enterprise suppliers) Order, 2019

The Central Government under section 9 of Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA-2006) empowers to issue notification, programmers, guidelines and instructions for the promotion and development of the competitiveness of micro, small and medium enterprises.

Using the powers mentioned under section 9 of MSMEDA-2006 the ministry of micro, small and medium enterprise issued the notification S.O. 5622(E) dated 2nd November 2018, wherein all the companies dealing with such enterprises were required to fill return to Ministry of Corporate Affairs stating the following details:

1.       The Amount payments due; and

2.       The reason of the delay.

Here’s all that you need to know

Q.1 What is MSME FORM I return?

Ans. MSME Form I is the half yearly return to be filled by every specified company with the Registrar of companies. This return contains detail of all the outstanding payments to the micro and small for the goods and services supplied by them. All the payments which is due from more than 45 days needs to be reported under this return.

Q.2 Details to be covered under MSME form I?

Ans. Apart the basis details required of reporting entity, form MSME – I also required details related to:

(a) the total amount of payment due; and

(b) the reasons for the delay;

The above-mentioned detail is required to be provided in below tabular format.

Financial Year/Particulars	Name of suppliers	PAN of suppliers	Amount Due	Specify the date from  which amount is due

Q.3 Due dates of MSME FORM I?

Ans. As per the specified companies (Furnishing of information about payment to micro and small enterprises supplier) order, 2019 following are the due dates for MSME Form I

1.   Initial return – with 30 days of publication of notification (i.e. 21st Feb 2019)

2.   Half Yearly Return

•      Half yearly for the period April to September – 31st October
•      Half yearly for the period October to March – 30th April

Q.4 Who is specified company for MSME FORM I?
Ans. All the companies will have to file MSME – 1 if following conditions are satisfied.

1.   Who get supplies of goods or services from Micro and Small Enterprises and

2.   Whose payments to Micro and Small Enterprises Suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services.

Such companies will be called as specified companies.

Q.5 How to calculate 45 days for outstanding?
Ans. As per Explanation given under Sec 2(b) of The Micro, Small and Medium Enterprises Development Act, 2006,the day of acceptance or the day of deemed acceptance has been explained as below.

THE DAY OF ACCEPTANCE means, –

(a) The day of the actual delivery of goods or the rendering of services; or

(b) where any objection is made in writing by the buyer regarding acceptance of goods or services within fifteen days from the day of the delivery of goods or the rendering of services, the day on which such objection is removed by the supplier;

THE DAY OF DEEMED ACCEPTANCE means

where no objection is made in writing by the buyer regarding acceptance of goods or services within fifteen days from the day of the delivery of goods or the rendering of services, the day of the actual delivery of goods or the rendering of services;

Q.6 Penalties for non filing of MSME-I Form?
Ans. As per section 405(4) if the companies fail to comply with as order or knowing furnishes or statistics which is incorrect or incomplete in any material respect, the company will be punishable as given in below table.

In other words, non-filing of MSME –I form or giving incorrect or incomplete form in any material aspect, following penalties may be levied for MSME-I Form

Particulars	Penalty
on defaulting company	Extended up to Rs. 25000/-
Every officer who is in default	Minimum fine Rs. 25000/- which may extend to Rs. 300000/- or Imprisonment which may extended to 6 months. or both

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Notification. It is based on the analysis and interpretation of applicable laws as on date. Under no circumstances whatsoever, the blogger shall be responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document. 

CS Diwakar Agrawal

PH: +91-9911746549

DPT-3 Mandatory Filing to R.O.C.

DPT-3 Mandatory Filing to R.O.C. 

Companies (Acceptance of Deposits) Amendment Rules, 2019 

Amendment under Deposit Rule, 2014

In Rule 2, in Sub-Rule (I), in Clause (c), in Sub-Clause(xviii):

After the words "Infrastructure Investment Trusts," the words "Real Estate Investment Trusts" shall be inserted.

In Rule 16, the following Explanation shall be inserted:

Explanation.- It is hereby clarified that Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every Company other than Government Company.

In the said Rules, in Rule 16(A), after Sub-Rule (2), the following Sub-Rule shall be inserted

(3) Every Company other than Government Company shall file a onetime return of outstanding receipt of money or loan by a Company but not considered as deposits, in terms of clause (c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date of publication of this notification in the Official Gazette, as specified in Form DPT-3 within ninety (90) days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

Full Notification http://mca21.gov.in/Ministry/pdf/AcceptanceDepositsAmendmentRule_22012019.pdf

Frequently Asked Question in respect of this Amendment

Mandatory Filing of Details of Loan with ROC in relation to DPT-3 with reference to Companies (Acceptance of Deposits) Amendment Rules, 2019 notified by MCA on 22.01.2019.

By Companies (Acceptance of Deposits) Amendment Rules, 2019 : Every Company other than Government Company shall file a one time return of outstanding receipt of money or loan by a company but not considered as deposits, in term of clause (c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date of publication of this notification in the official Gazette (i.e. 22^nd January, 2019) in e-form DPT-3 within 90 days from the date of publication.”

1. Whether every Company needs to file e-form DPT-3 as per rule 16A?

All the Companies (Whether, Small, Non Small, Private, Public, OPC, etc.) required to file DPT-3 after publication of these rules.

2. What is due date for filing of e-form DPT-3 in Rule 16A?

Due date of Filing of e-form DPT-3 in rule 16A is 22^nd April, 2019. Because form required to file within 90 days of publication of these rules. (22nd January, 2019 + 90 days)

3. Whether DPT-3 required filing for Secured or Unsecured Loan or Both?

Yes, DPT-3 required for filing for both secured and unsecured Loan.

4. Whether DPT-3 required for ECB received by Company?

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, one can opine that if Company has received ECB in such case Company have to mandatorily file e-form DPT-3.

5. Outstanding Loan and outstanding receipt of money in relation to which period required to be report under this rule?

Outstanding receipt of Money and Loan from 1st April, 2014 to 22nd January, 2019 (i.e. date of publication of notice) is required to report in e-form DPT-3.

6. If Company received loan from Holding Company or Subsidiary Company or Associate Company. Whether company need to file DPT-3?

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, Company required to file e-form DPT-3 even for loan received from H,S and Associate.

7. If a company not having any outstanding loan or outstanding receipt of money as on 22.01.2019 (i.e. date of publication of rules). Whether company need to file e-form DPT-3?

As per rule 16A DPT-3 Every Company other than Government Company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits.

Therefore, one can opine that in the above mentioned situation there is no need to file e-form DPT-3.

8. If some outstanding receipt of money or loan had become due before 01st April, 2014, still continuing and outstanding in record of Company. Whether such outstanding loan or receipt required to report in DPT-3.

As per rule 16A DPT-3 required to file for each and every loan received by Company outstanding as on date of publication of these rules (22.01.2019).

Therefore, one can opine that such outstanding loan is required to report to ROC in e-form DPT-3.

9. If Company received loan after 01st April, 2014 but such loan is not outstanding as on 22.01.2019 (date of rules). Whether company need to report such loan in DPT-3?

As per language of Rule 16A, company has to report outstanding Loan and outstanding receipt of money to Roc in DPT-3. If Company has already paid Loan and such loan is not outstanding in record of Company. There is no need to inform such loan to ROC.

10. If company doesn’t accept loan or doesn’t having any outstanding Loan. Whether need to file DPT-3?

If there is no outstanding Loan or company doesn’t accept any loan there is no need to file e-form DPT-3 with ROC.

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Notification. It is based on the analysis and interpretation of applicable laws as on date. Under no circumstances whatsoever, the blogger shall be responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document. 

CS Diwakar Agrawal

PH: +91-9911746549

Latest Amendments in Companies Act, 2013 and Rules

AMENDMENTS TO VARIOUS RULES OF COMPANIES ACT, 2013

The Central Government has notified amendment to various rules under Companies Act, 2013. The amendments are effective from May 07, 2018. The amended provisions have been discussed as under:

1.   Amendment relating to meeting of board and its powers:

   MCA has amended the Companies (Meetings of the Board and its Powers) Rules, 2014. A new provision has been inserted to Rule 4 of the said rules providing that any other director may participate through video conferencing or other audio visual means if there is quorum in a meeting through physical presence of directors.

2.   No more ratification of appointment of Auditor in AGM:

  MCA has amended the Companies (Audit and Auditors) Rules,2014. Amendment has been made to rule 3 whereby proviso to sub-rule 7 of Rule 3 and explanation thereunder have been omitted. Which means that the requirement of ratification of appointment of Auditor in every annual general meeting (AGM) till the conclusion of sixth AGM has been removed. Further Rule 9 of the said rules has been omitted. Rule 10A and Rule 14 have also been amended.

3.   15 days' time for re-submission in case of reservation of name through RUN:

   MCA has amended the Companies (Registration Office and Fees) Rules,   2014. A new provision has been inserted under to Rule 10(3) providing that - Registrar shall allow fifteen days' time for re-submission in case of reservation of name through web service -RUN for rectification of defects if any. Earlier re-submission was not allowed in case of re-submission of application through RUN.

4.   Additional fee payable on delayed annual filing:

   

   An amendment has been made in Annexure I of the Companies (Registration Office and Fees) Rules, 2014 prescribing additional fee of Rs. 100 per day effective from July 1, 2018 for delayed in filing of annual return and financial statements. The additional fee shall also be applicable to revised financial statement or board report as well as Secretarial audit report.

5.   Norms for appointment of Independent Directors:

  MCA has amended the Companies (Appointment and Qualification of Directors) Rules, 2014 whereby amendment has been made to Rule. The revised norm provides that in case of appointment of Independent Director, none of the relatives of such independent director should be indebted to the company, its holding subsidiary or associate Company or their promoters, or directors; or has given a guarantee or provided any security in connection with indebtness of any third person to its holding, subsidiary or associate company or their promoter or directors for an amount of Rs. 50 Lakhs at any time during the two immediately preceding financial years or during current financial year.

6.   Amendment relating to prospectus and allotment of securities:

    MCA has amended the Companies (Prospectus and Allotment of Securities) Rules, 2014. The amendment prescribes omission of rule 4 - Reports to be set out in the Prospectus, rule 5- Other matters and reports to be stated in the prospectus and rule 6- Period for which information to be provided in certain cases.

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Companies (Amendment) Bill, 2017 and Companies Act, 2013. It is based on the analysis and interpretation of applicable laws as on date. Under no circumstances whatsoever, the blogger shall be responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document. 

CS Diwakar Agrawal

PH: +91-9911746549