A BRIEF:

The Ministry of Corporate Affairs (‘MCA’) vide its notification dated 21st February, 2019 introduced the Companies (Incorporation) Amendment Rules, 2019 which shall be effective from 25th February, 2019.

GOVERNING RULES/ PROVISIONS:

APPLICABILITY:

To every company incorporated on or before 31st December, 2017

Exemptions:-

  • company that has been struck off or under process of striking off
  • company under liquidation or amalgamated or dissolved, as recorded in the register of RoC

Restricted:-

  • company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the RoC

     (Exception: the company which is under management dispute and the RoC has recorded such fact)

FILINGS:

E- FORM DUE DATE TO FILE CONSEQUENCES ON OR AFTER 26.04.2019
PENALTY FOR LATE FILING STATUS OF COMPANY RESTRICTIONS
INC-22A_ACTIVE (Active Company Tagging Identities and Verification) On or before 25.04.2019 with zero or no Fees Rs. 10000/- “ACTIVE- non-compliant” Company cannot file the following forms-

  • SH-7 (Alteration in Authorised Share Capital)
  • PAS-3 (Changes in Paid-up Share Capital)
  • DIR-12 (Changes in Director, except cessation)
  • INC-22 (Changes in Registered Office)
  • INC-28 (Amalgamation, de-Merger)

PRE-REQUISITES:

Make sure that all the DIN of the Directors is active and neither ‘Deactivated due to non-filing of DIR-3 KYC ‘nor ‘Disqualified u/s 164(2)’ of the Companies Act, 2013

(Note: if DIN not approved due to such reasons, relevant steps be taken in that regard)

INFORMATION TO FILE:

Particulars of the Company and its registered office including,

  • Location of Registered Office on Map (Latitude and Longitude)
  • e- Mail ID of the Company (OTP verification)
  • of Directors as on date
  • Statutory Auditors
  • Cost Auditor/ CFO, if applicable
  • CEO, Manager and Whole-Time Director- DIN, Name and Designation
  • Company Secretary- Name, PAN and Membership No., if applicable
  • SRN’s of AOC-4/ MGT-7/ AOC-4 XBRL for FY 2017-18

ATTACHMENTS:

Photograph of the registered office address showing the Inside and Outside Building, showing at least one Director or KMP who is affixing his/her Digital Signature Certificate (DSC) to the said e- Form.

CERTIFICATIONS:

  • OPC- One Director
  • Other Companies- 02 Directors or 01 Director and KMP
  • Certified by CS/CA/CWA in practice

NON-FILING:

Company shall be marked as “ACTIVE-non- compliant” on or after 26th April, 2019 and liable for action under sub-section (9) of section 12

(Note: i.e. if the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed any if any default found, may without prejudice to the provisions of section 12(8) initiate action for removal of name of the company from the records of RoC)

DISCLAIMER:

This article contains information based on the significant provisions of the Companies Act, 2013 existing at the time of its compilation. The Author shall not be held liable for any result from this article. This is only a knowledge sharing initiative.

Author Bio

Qualification: CS
Company: Practicing Company Secretary
Location: Chandigarh, Chandigarh, IN
Member Since: 25 Feb 2019 | Total Posts: 1

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3 Comments

    1. Arshpreet Kaur says:

      No, this is applicable to Companies only. It is an addition to rules under the Companies (Incorporation) Rules, 2014, therefore not applicable upon LLP’s.

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