MCA UPDATES – RULES, CIRCULARS – JANUARY 2018

Companies (Appointment and qualification of Directors) Amendment Rules, 2018

Issued & effective from 26th January 2018

1. Rule 9: Application for allotment of Director Identification Number before appointment in an existing company:

Every applicant, who intends to be appointed as director of an existing company shall make an application electronically in Form DIR-3, to the central Government for allotment of a Director Identification Number (DIN) along with such fees as provided under the companies (Registration offices and Fees) Rules, 2014.

Provided that in case of proposed directors not having approved DIN, the particulars of maximum three directors shall be mentioned in Form No.INC-32 (SPICE) and DIN may be allotted to maximum three proposed directors through Form INC-32 (SPICE)”;

Amendment: Facility of applying for DIN in case of incorporation of company is included with SPICE form. Hence, this will help to avoid fees on Form DIR-3.

2. Board Resolution is mandatory to propose director in case of existing company for filing Form DIR-3

Amendment: In order to propose / appoint Director – resolution shall be passed:

1) Proposing appointment of Director – in order to obtain DIN

2) Appointment of Director (as per section 152(4) – No person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154.)

3. No certification required by practicing professional on Form DIR-3

Amendment: On introduction of new facility for DIN to be obtained through SPICE form, the certification by practicing professional on Form DIR-3 is done away with. In case of existing company, the same shall be verified by CS/MD/Director/CEO/CFO.

Rule: Form DIR-3 shall be signed and submitted electronically by the applicant using his or her own Digital signature certificate and shall be verified digitally by a company secretary in full time employment of the company or by the managing director or director or CEO or CFO of the company in which the applicant is intended to be appointed as director in an existing company.

4. New forms have been introduced and are available on MCA Portal at mca.gov.in

Link to download rules:

https://taxguru.in/company-law/companies-appointment-qualification-directors-amendment-rules-2018.html

Companies (Incorporation) Amendment Rules, 2018 read with companies (Registration offices and Fees) Amendment Rules, 2018

issued on 20th January 2018 effective from 26th January 2018

1. Rule 9: Reservation of name

An application for reservation of name shall be made through the web service available at www.mca.gov.in by using RUN (Reserve Unique Name) along with fee as provided in the Companies (Registration offices and fees) Rules, 2014, which may either be approved or rejected, as the case may be, by the Registrar, Central Registration Centre”

Amendment: Facility for reservation of name is simplified through amendment in the application form termed as RUN (Reserve Unique Name) with filing fees of INR 1000/-. The form is available for one time submission only. Form INC-1 is done away with.

2. Rule 12: Application for incorporation of companies

An application for registration of a company shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in Form No.INC-32 (SPICe) along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014;

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be, from such regulator shall be obtained by the proposed company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company”

Amendment: Zero fees on incorporation – up to the paid up capital of INR 10,00,000/- & in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty. However, one can apply for DIN up to 3 no’s only.

3. New forms have been introduced and are available on MCA Portal at mca.gov.in. The rules can be downloaded from below link:

https://taxguru.in/company-law/companies-incorporation-amendment-rules-2018.html

https://taxguru.in/company-law/mca-revises-document-filing-company-incorporation-fees-wef-26-01-2018.html

Companies (Registered Valuers and Valuation) Amendment Rules, 2018

issued on 9th February 2018

Rule 11: Transitional Arrangement

Any person, who may be rendering valuation services under the Act, on the date of commencement of these rules, may continue to render valuation services without a certificate of registration under these rules upto 30th September, 2018:

Provided that if a company has appointed any valuer before such date and the valuation or any part of it has not been completed before 30th September, 2018, the valuer shall complete such valuation or such part within three months thereafter. Explanation.─ It is hereby clarified that conduct of valuation by any person under any law other than the Act, or these rules shall not be effected by virtue of coming into effect of these rules unless the relevant other laws or other regulatory bodies require valuation by such person in accordance with these rules in which case these rules shall apply for such valuation also from the date specified under the laws or by the regulatory bodies.

Amendment: The transition period is extended from 31st March 2018 to 30th September 2018

The rules can be downloaded from below link:

https://taxguru.in/company-law/companies-registered-valuers-valuation-amendment-rules-2018.html

General Circular No.16/2017: Condonation of Delay Scheme, 2018

issued on 29th December 2017

What are you waiting for??

This is the chance to file … the annual returns and annual reports with Ministry of Corporate Affairs and condone the delay of the defaulting company (means a company which has not filed its financial statements or annual returns as required under the Companies Act, 1956 or Companies Act, 2013, as the case may be, and the Rules made there under for a continuous period of three years.)

The scheme is introduced for a limited period of time effective from 1st January 2018 to 31st March 2018.

What can be filed?

Overdue documents – that means documents pertaining to all the previous financial years as pending till 30th June 2017 – Annual Return, Financial Statements, Compliance Certificate and appointment of auditor.

After filing overdue documents – the company shall condone the delay by filing form e-CODS with a penalty of INR 30,000/-.

Activation of defaulting company and removal of disqualification:

Sl.No Particulars Details
1. Defaulting company (non striked off by ROC) and removal of disqualification* Shall file overdue documents before 31st March 2018 – the registrar shall withdraw all the prosecutions.
2. Defaulting company (striked off by ROC) and removal of disqualification* Shall file petition u/s 252 of Companies Act 2013 and seek interim revival order of NCLT. Thereafter on temporary activation of DIN/CIN, defaulting company shall file overdue documents within the period of the scheme and seek final order of revival from NCLT for activation of CIN of the company.
3. Removal of disqualification without activation of defaulting company Writ petition may be filed with Court.

*On filing the overdue annual return and financial statements and form e-CODS 2018, the DINs of the disqualified Directors would be reactivated. The Registrar concerned shall withdraw the prosecution(s) pending if any before the concerned Court(s) for all documents filed under the scheme. However, this scheme is without prejudice to action under section 167(2) of the Act or civil and criminal liabilities, if any, of such disqualified directors during the period they remained disqualified.

At the conclusion of scheme, the Registrar shall take all necessary actions under the Companies Act, 1956 / 2013 against the companies who have not availed themselves of this Scheme and continue to be in default in filing the overdue documents.

So please Hurry Up!!!

The circular can be downloaded from below link:

https://taxguru.in/company-law/condonation-delay-scheme-2018.html

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Tags : Companies Act (2410) Companies Act 2013 (2183)

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