New Compliance requirements under Companies Act.(Updated as on 03rd May, 2019)
- BIJOY P PULIPRA
- Feb 23, 2019
- 5 min read
Updated: May 3, 2019
MANDATORY REQUIREMENT OF UPDATION OF DUE TOWARDS MSME's
The Ministry of Micro, Small and Medium Enterprises vide Notification dated on 02/11/2018 vide Notification dated on 02/11/2018 has mandated all companies to submit a half yearly return stating over-dues to supplies made by Micro and Small Enterprises (MSE). All companies who get supplies of goods or services from a MSE and whose payment to MSE suppliers exceeds 45 days from the date of acceptance or the date of deemed acceptance of the goods or services, as per the provisions of the Act, shall submit a half yearly return.
On the basis of the above notification, MCA has issued a notification on 22nd January, 2019, whereby all specified Companies are required to file half yearly return to the MCA in Form MSME I (Form). The initial reporting of all outstanding dues is to be done within 30 days from the date of availability of the eform MSME 1 in the official website of MCA i.e., by 29th May, 2019 and thereafter by 31st October for the half year beginning from April to September and by 30th April for the half year beginning from October to March.
MANDATORY ONE TIME FILING REQUIREMENT- OUTSTANDING RECEIPT OF MONEY/LOAN
Ministry of Corporate Affairs [MCA] by its amendment dated 22.01.2019 amended Companies (Acceptance of Deposit) Rules 2014. By the amended rules 2019, your company have to file a onetime return of outstanding receipt of money or loan (not considered as deposits as per deposit rules) accepted from 01.04.2014 to 22.01.2019 in form DPT-3 within ninety days from 31-03-2019 [i.e.; on or before 29.06.2019].
In addition to above, every company to which these rules apply, shall on or before the 30th day of June, of every year, file with the Registrar, a return in Form DPT-3 and furnish the information contained therein as on the 31st day of March of that year duly audited by the auditor of the company. You are requested to download the questionnaire from this link , fill it up, take print out on letter head of the company, obtain sign of Director on it and then forward to icd@artismc.com as at the earliest.
MANDATORY DECLARATION OF BENEFICIAL OWNERSHIP
The Ministry of Corporate Affairs [MCA] vide Notification dated 08/02/2019 amended Companies (Significant Beneficial Owners) Rules, 2018 whereby every company shall take necessary steps to find out whether any non-individual shareholders holding more than 10% shares in the company and identify the individual SIGNIFICANT BENEFICIAL OWNER [SBO] behind it. If there is any such SBO behind non Individual shareholders of the company, cause such individual to make a declaration in BEN – 1 within 90 days from the date of notification [before 09.05.2019] and report the same to MCA within 30 days from the date of receipt of declaration from individual SBO in BEN – 2.
SIGNIFICANT BENEFICIAL OWNER [SBO] in respect of your company means an individual, who acting alone or together with others, holds 50% shares or voting power or having the right to receive 50% dividend in any other company / body corporate and such other company / body corporate holds not less than 10% of the shares in your company or 10% of voting rights in your company or 10% entitlement of dividends in your company or has significant influence or control in any manner other than through direct holdings alone in your company.
In other words any individual INDIRECTLY holding not less than 10% of shares or 10% of voting rights or 10% entitlement of dividends or has significant influence or control in any manner other than through direct holdings alone in your company shall be considered as SIGNIFICANT BENEFICIAL OWNER and need to report to MCA. Separate criteria have been fixed for HUF, partnership, trust.
For your easy understanding a pictorial depiction of the Rules and filing requirements is attached in this link. [DOWNLOAD THE FILE]
The Form BEN 4 which is to be forwarded to the shareholders of the company covered under the rules are attached herewith [DOWNLOAD BEN 4] . You are requested to fill up the same and forward it to all your shareholders and obtain the signed copy of it without any further delay. If there are any shareholders falling within the criteria of this Rules, you have to obtain the Form BEN 1 duly signed by them to enable us to file the eform BEN 2 with the Registrar.
MANDATORY FILING OF PARTICULARS OF THE REGISTERED OFFICE
The Ministry of Corporate Affairs [MCA] vide Notification dated 21-02-2019 (effective from 25-02-2019)amended Companies (Incorporation) Rules, 2014 whereby every company incorporated on or before 31st December 2017 [31.12.2017] shall be required to file the particulars of the company and its registered office in e-form ACTIVE (Active Company Tagging Identities and Verification) (INC 22 A) on or before 15-06-2019.
Following are the pre-requisites for filings the e form 22A [ACTIVE]
Up-to-date filing of financial statement [AOC 4] and Annual Return [MGT 7]of financial year 2017 – 2018
KYC by all the directors of the company
Consequences of non-filing of e form 22A [ACTIVE] before the due date [25.04.2019]
Company will be marked with “Active- Non compliant” at the portal of MINISTRY OF CORPORATE AFFAIRS and due to this the company will not be allowed to file SH 7 [Change in Authorised Capital], PAS 3 [Change in Paid up Capital], DIR 12 [Changes in Director except Cessation], INC 22 [Change in Registered Office] and Amalgamation, De-merger etc.
Penalty will be charged from those companies who will file this form after the due date and the amount of penalty is Rs. 10,000/-.
Details required for filing e form 22A [ACTIVE]
Photographs showing outside and inside building of registered office with the director signing the e form in photo.
Email id of the company for OTP verification.
Latitude and longitude of the registered office.
Name of the directors of company with compulsory KYC done by all directors.
Details of Statutory Auditor, Cost auditor, Company secretary, Managing Director, whole time directors, other KMP etc.
Details of Form AOC-4 & MGT-7 filed for FY-2017-18 .i.e. SRN No. will be required
Note:- If the paid up capital of the company is Rs. 5 Crores or more then the appointment of Full time Company Secretary is a mandatory requirement. If a full time CS is not appointed then the INC 22A will not be accepted by MCA. So you are requested to appoint a full time CS, if your company is falling within the said criteria.
You are requested to contact our offices at the earliest and submit the mentioned documents at the earliest. Please do not wait for the last minute to pass on the data to us as it may result in penalty and further actions.
Compliance Calendar
A compliance calendar for your company is attached herewith for your ready reference. You may take note the points and take necessary filings at the earliest with MCA.
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