The Ministry of Corporate Affairs (MCA) in the month of January & February 2019 has issued the following amendments notification under the Companies Act 2013 (the Act):
1. Changes in Companies (Significant Beneficial Owners) Rules 2018 to identify individuals/entities having significant control over the affairs of a company.
2. Companies (Incorporation) Rules, 2014 mandating all the companies incorporated prior to 31 December 2017 to upload all their particulars of various compliances including details of registered office in Form INC 22A Active.
3. Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019, mandating all the companies who receives goods or services from MSME and the payment for which is not made within 45 days from the date of acceptance or the date of deemed acceptance of goods or services from MSME to report such transactions in MSME Form 1.
4. Changes in Companies (Acceptance of Deposits) Rules, 2014 mandating all companies to file a return of deposits in Form DPT 3 with the MCA, furnishing information about the transactions that has not been considered as deposit or both under the Companies (Acceptance of Deposits) Rules 2014 (Deposit Rules).
The action points under these notifications is as below:
|Sr. No||Particulars||Summary of Notification||Form to be filed||Due date|
|1.||The Companies (Significant Beneficial Owners) Amendment Rules 2019.||Who shall disclose?
Every individual, who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights in a company shall be deemed to be a significant beneficial owner (SBO):
However, individuals directly holding shares of the company in their own name or holds or acquires beneficial interest in the share of the reporting company under section 89 (2) of the Act and necessary reporting made is not be considered to be a significant beneficial owner.
Further, an individual is considered to hold a right or entitlement indirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of the reporting company, namely:
What needs to be done?
Non-applicability of this requirement:
These rules shall not apply if the shares of a reporting company are held by the following entities:
|1. Form BEN-1
2. Form BEN-2
3. Form BEN-4
|1. Form BEN-1- on or before 9 May 2019
2. Form BEN-2- within 30 days from the date of receipt of Form BEN-1
3. Form BEN-4- To be sent to seek information in Form BEN-1.
|2.||Companies (Incorporation) Amendment Rules, 2019||Applicability:
Every Company incorporated on or before the 31 December 2017 shall file the particulars of the Company and its registered office, in e-Form INC-22A ACTIVE (Active Company Tagging Identities and Verification)
The Company before filing Form INC 22A Active shall ensure that it has filed the following pending forms as may be applicable:
The following companies are not required to filed Form INC 22A Active:
1. Companies which have been Struck off or
2. Under process of striking off or
3. Under Liquidation or
4. Amalgamated or
Consequences of non-filing
The Company will be marked as Active non-compliant and MCA would not allow to file the following forms unless the Form INC-22A Active is filed:
1. Form SH-7 (Change in Authorised Capital)
2. Form PAS-3 (Change in Paid up Capital)
3. Form DIR-12 (Changes in Director except cessation)
4. Form INC-22 (Change in Registered office)
5. Form INC-28 (Amalgamation, De-merger)
|Form INC 22A Active||On or before 25 April 2019.|
|3.||Requirement of filing of MSME Form 1||With a view to support the growth of and to protect the interest of MSMEs, the MCA has issued a notification dated 22 January 2019, mandating all the Specified Companies (Footnote No 1), whose supply of goods or services from registered MSME and the respective payments to these registered MSME suppliers exceed 45 days from the date of acceptance or the date of deemed acceptance of the goods or services, shall file the Initial Return in MSME Form 1 with Ministry of Corporate Affairs
Details required to be collected from the MSME suppliers before filing the return with the MCA
Following details are required to be collected from MSME for the purpose of filing the said form:
1. Certificate of Registration issued by the Ministry of Micro Small and Medium Scale Enterprises to the MSME to ensure that the concerned entity is an MSME.
2. Financial years to which the amount relates
3. Name of the MSME
4. PAN of MSME
5. Amount due
6. Date from which amount is due
7. Total outstanding amount due as on date of notification of this order (i.e. 22 January 2019)
8. Reason for delay
Filing of Half yearly return
Every company who receive goods or services from MSME and whose payments to MSME suppliers exceed forty-five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of the MSME Act 2006 shall file the half yearly returns for the period ended April to September and October to March every year.
|MSME Form 1||Within 30 days from the date of Notification of the said Form (Footnote No 5)
Due date for filing half yearly return
1. For the period from April to September- On or before 31st October every year
2. For the period from October to March- on or before 30th April of every year
|4.||The Companies (Acceptance of Deposits) Amendment Rules, 2019||Every Company except Government Company shall have to file Form DPT 3 providing particulars of transaction that has not been considered as deposit (Footnote No 3) or both. Thus, all companies other than Government Companies will have to file Form DPT-3 also for transactions that are listed under Deposit Rules.
Further the companies in its annual financial statements, are required to disclose about the money received from Directors (in case of companies other than private companies) and money received from Directors or relatives of Directors (in case of private companies only).
|Form DPT 3||
As per General Circular No.: 05/2019, Due date for filing DPT-3 is 30 days from the date of deployment of the said form on MCA 21 Portal
1. ‘Specified companies’means, all the Companies who get supplies of goods or services from MSME and the payment not made with-in 45 days from the date of acceptance or the date of deemed acceptance of goods or services.
2. MSME Form 1 is yet to be notified by the MCA
3. Transactions provided in Rule 2 of the Deposit Rules