e-form 22A (ACTIVE)_MCA Update_21.02.2019

MCA update, 21.02.2019

Filing of e-form ACTIVE (Active Company Tagging Identities and Verification)

Rule 25 of the Companies (Incorporation) Rules, 2014 specifies about the Verification of Registered Office:

(1) The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely :-

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

New rule 25A has been inserted vide in the Companies (Incorporation) Rules, 2014 on 21.02.2019

Applicability

Every Company Incorporated on or before 31.12.2017.

Restriction for  non-filing of the Form

Who has not filed its due Financial Statements or Annual Return or both unless there is management dispute and recorded with Registrar

Companies which are exempted to the file the Form

·         Struck Off Company

·         Under Process of Striking off Company

·         Under Amalgamation Company

·         Under Liquidation Company

·         Dissolved Company 

Consequences of Non Filing

1.       Marking of status of Company as "Active - Non Compliant" in MCA Master Data and

2.       Liable for action under Sec 12(9) of CA, 2013

Section 12(9): 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 and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

3.       However company shall be marked as "Active - Compliant", on payment of 10,000/- if filed after 25.04.2019

4.       Filing of following e-forms shall not be accepted: 

1. Form SH-7
2. Form PAS-3
3. Form DIR-12 (except cessation) 
4. Form INC-22
5. Form INC-28 (for Amalgamation, demerger)

Most Important points to be noted:

1. There is mandatory attachment in the Form: Photograph of the registered office showing inside and outside office along with Director/KMP who is attested this Form.
2. Companies which were incorporated after 31.12.2017 are not required to file the e-Form- 22A
3. Companies are required to complete its Annual Filing before filing of e-form Active (i.e. 22A).
4. If form is not filed, Company shall not be allowed to alter its Authorised, Paid-up Capital, etc
5. Company shall not be allowed to appoint/reappoint its Directors.
6. Company cannot change its registered office.
7. Company cannot file application for Amalgmation/Demerger

Hence it would a challenge for the Corporate and Professionals to meet the requirement in a professional manner.

Click here to download the Form INC-22A

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Company Secretary                    

+91-7838204665,

csravi2014@gmail.com

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NO PAN REQUIRE FOR TRANSFER OF SHARES BY NoN RESIDENT_SEBI CIRCULAR_11.02.2019

Relaxation from requirement to furnish a copy of PAN for transfer of equity shares of listed entities executed by non-residents

SEBI has issued Circular vide SEBI/HO/MIRSD/DOS3/CIR/P/2019/30, dated February 11, 2019, to allow non-residents to transfer of equity shares of listed entities to their immediate relatives without furnishing of PAN as per the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

​Applicability of the Circular:

Aforesaid circular shall be applicable for Transfer of equity shares by:

​1. Non- Resident Indians (NRIs), 

2. Overseas Citizens of India (OCIs), 

3. Persons of Indian Origin (PIOs) and 

4. Foreign Nationals

Most Important:

Permission is granted only in respect of transfer equity shares held by  non-residents in listed entities to their immediate relatives subject to the following conditions:

a. The relaxation shall only be available for transfers executed after January 01, 2016.

b. The relaxation shall only be available to non-commercial transactions, i.e. transfer by way of gift among immediate relatives. 

c. The non-resident shall provide copy of an alternate valid document to ascertain identity as well as the non-resident status.

Meaning of IMMEDIATE RELATIVE:​

As per Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the term Immediate ​Relative means

Regulation 2(1)(l) 

any spouse of a person, and includes parent, brother, sister or child of such person or of the spouse;

Requirement of furnishing of PAN as per SEBI (LODR), Schedule VII

(1) For registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the listed entity for registration of transfer of securities.

(2)  Provision Omitted by the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, w.e.f. 1.4.2019 (vide Notification dated 30.11.2018). Prior to omission, sub-clause (2) read as follows-

For securities market transactions and/or for off-market or private transactions involving transfer of shares in physical form, the transferee(s) as well as transferor(s) shall furnish copy of PAN card to the listed entity for registration of such transfer of securities

(3) In cases where PAN card is not available i.e. in case of residents of Sikkim, the requirement of PAN Card may be substituted with Identity proof.

(4) In case of mismatch in PAN card details as well as difference in maiden name and current name, in case of married women, of the holder(s) of securities, the listed entity may collect the PAN card as submitted by the transferee(s) or transferor(s) as the case maybe:

Provided that this shall be subject to the listed entity verifying the veracity of the claim of such transferee(s) or transferor(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s) or transferor(s).

Click here for copy of Circular

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Company Secretary                    

+91-7838204665,

csravi2014@gmail.com

Feel free to contact with us

ALL ABOUT MSME, RETURNS AND FILINGS

ALL ABOUT MSME, RETURNS AND FILINGS

 NOTIFICATION

MCA vides its notification dated 22.01.2019 issued an Order may be called the Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 through which reporting was required to be made by Specified Companies before the ROC in MSME FORM 1

  

WHAT ARE SPECIFIED COMPANIES?

All companies, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise 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 Section 9 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006)

WHICH ENTITIES ARE NOT REQUIRED TO FILE MSME FORM I?? 

1. Companies who don’t have any outstanding dues to Micro or Small Enterprises.

2. Companies who have outstanding dues to Micro or Small enterprises for less than 45 days.

MEANING OF DAY OF ACCEPTANCE? 

Section 2(b) of MSMED Act has defined the term appointed day as:

“Appointed Day” means the day following immediately after the expiry of the period of fifteen days from the day of acceptance or the day of deemed acceptance of any goods or any services by a buyer from a supplier.

Explanation.—For the purposes of this clause,—

(i) “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;

(ii) “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;

 SUBMISSION OF HALF-YEAR RETURN (MSME FORM I)

Every specified Company shall submit a half yearly return to the Ministry of Corporate Affairs in MSME Form I stating the following:

(a) the amount of payment due; and

(b) the reasons of the delay;

One Time:

1.        Within 30 Days of Notification: 20.02.2019 (Notification Date: 22.01.2019)

Regular:

2.        For the period from April to September = 31st October

3.        For the period from October to March = 30th April

CRITERIA WHETHER AN ENTITY IS MSME OR NOT?

Companies may take a written declaration from the creditors about their status whether MSME or not and should submit the declaration accordingly as required

Section 7 of MSMED Act specifies the Classification of enterprises: 1) Notwithstanding anything contained in section 11B of the Industries (Development and Regulation) Act, 1951 (65 of 1951),the Central Government may, for the purposes of this Act, by notification and having regard to the provisions of sub-sections (4) and (5), classify any class or classes of enterprises, whether proprietorship, Hindu undivided family, association of persons, co-operative society, partnership firm, company or undertaking, by whatever name called,

Click here for details of goods covered inrelation in manufacturing or production pertaining to any industry specified inthe First Schedule to the Industries (Development and Regulation) Act, 1951 (65of 1951)

MANUFACTURING SECTOR
Enterprises	Investment in plant & machinery
Micro Enterprises	Does not exceed twenty five lakh rupees
Small Enterprises	More than twenty five lakh rupees but does not exceed five crore rupees
Medium Enterprises*	More than five crore rupees but does not exceed ten crore rupees
SERVICE SECTOR
Enterprises	Investment in equipments
Micro Enterprises	Does not exceed ten lakh rupees:
Small Enterprises	More than ten lakh rupees but does not exceed two crore rupees
Medium Enterprises*	More than two crore rupees but does not exceed five core rupees

*Most Imp: Medium Enterprises are not covered under this order

Click here for format of MSME Form I as available in Notification (Notification No.: S.O. 5622(E), dated the 2nd November, 2018)

CONSEQUENCES FOR NON PAYMENT / DELAYED PAYMENT TO MSME

Section 15 of MSMED Act, specifies Liability of buyer to make payment.—Where any supplier supplies any goods or renders any services to any buyer, the buyer shall make payment therefor on or before the date agreed upon between him and the supplier in writing or, where there is no agreement in this behalf, before the appointed day:

Provided that in no case the period agreed upon between the supplier and the buyer in writing shall exceed forty-five days from the day of acceptance or the day of deemed acceptance.

Section 16 of MSMED Act, specifies the date from which and rate at which interest is payable.—Where any buyer fails to make payment of the amount to the supplier, as required under section 15, the buyer shall, notwithstanding anything contained in any agreement between the buyer and the supplier or in any law for the time being in force, be liable to pay compound interest with monthly rests to the supplier on that amount from the appointed day or, as the case may be, from the date immediately following the date agreed upon, at three times of the bank rate notified by the Reserve Bank.

Section 17 : Recovery of amount due.—For any goods supplied or services rendered by the supplier, the buyer shall be liable to pay the amount with interest thereon as provided under section 16.

A sample of Letter to be forward by the Company to its Creditors

Date: - - / - - /2019

To

All suppliers of XYZ Pvt Ltd.

SUBJECT: CONFIRMATION OF STATUS OF THE SUPPLIERS/CREDITORS UNDER MSMED ACT, 2006

Dear Sir,

As per the Notification issued by the Ministry of Corporate Affairs on 22nd January 2019, you are requested to inform whether your organization is falling under MSME Category as per  Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 or not.

The purpose of seeking this information from you is to only ascertain your status under (MSMED) Act, 2006 for reporting purpose filing of return as required under Form 1 of MSME Act.

(Please note that if you are unable to provide us the abovementioned information within 7 days of receipt of this letter then we will treat you as “creditors/suppliers other than small enterprises and micro enterprises” and accordingly use the information for reporting to appropriate authority and identifying your status in our Balance sheet)

So we request you to provide the following Information:

I confirm by ticking in the appropriate box that I/our firm/Company is:

(a)  Not registered as micro  or small  or Medium enterprise under “Micro, Small & Medium Enterprises Development (MSMED) Act, 2006    [       ]

(b)  Registered as :-

·         Micro [       ]

·         Small [        ] or

 Under “Micro, Small & Medium Enterprises Development (MSMED) Act, 2006.

If Registered under (MSMED) Act, 2006 then please attach copy of proof i.e. memorandum or certificate of registration obtained under MSMED Act, as an acknowledgement and confirmation.

Signature with Seal/stamp...................................

Name: ..............................................................

Supplier Firm or Company Name:.............................

Place: ...........................

Date: ...........................

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Ravi Garg                                    

Company Secretary                    

91-7838204665,

csravi2014@gmail.com

Feel free to contact with us.