Active Company Tagging Identities and Verification (ACTIVE) form INC 22A is required to filed by every Company incorporated on or before 31st December, 2017 to MCA.
Mandatory Requirements for Filing Form INC 22A:
Address of Registered Office of the company, Photo of Office Address is required to be uploading along with Director of the company who is signing the Form INC22A
Company should file all its overdue returns before filing form INC22A
Every Director of the company must be KYC complied ( Must have filed form DIR3KYC)
Email Id of the company ( to be verified through OTP)
List of Directors as on date of filing of Form INC 22A
Details of Auditor of the company including Name of Firm, PAN, Membership Number , Period from which Appointed
Details of cost Auditors, if applicable
Details of Managing Director , CEO, Manager of the company
Details of company Secretary of the company , if applicable
Details of CFO of the company , if applicable
SRN of E form Filed for Financial Year 2017-18
Due Date for Filing Form INC 22A (ACTIVE)
The E form INC22A is required to Filed on or Before 25th April, 2019
Late Fee
Late Fee for Filing E form INC 22A after 25th April 2019 will be Rs. 10000/-
Effect of Non filing
Company Status will be Changed to “ACTlVE-non-compliant” and Company will not required to file other forms
(i) SH-07 (Changc in Authorizr:d Capital);
(ii) PAS-03 (Changc in Paid-up Capital);
(iii)DIR- 12 (Changes in Director except cessation);
(iv) INC-22 (Changc in Registered Ofhce);
(v) INC-28 (Amalgamation, de-merger)
File ACTIVE (INC22A ) with Fastlegal – Call – 9782280098 or Email : mail@fastlegal.in
1. Two Photograph of the registered office of the company. The first photo of the registered office shall be taken from outside of the premises, whereas the second photo needs to be taken from within the registered office premises showing at least one director / KMP who shall be signing the e-form INC-22A.
2. Photo clicked by GPS Camera ( for GPS camera download NOTECAM application in your mobile)
3. DSC of two director of the company (dsc of the director is mandatory who is in the photo)
4. Board of the company is to be placed on registered office premise
5. MAIL ID of the company for OTP verification.
ATTACHMENT:- EXTERNAL & INTERNAL PHOTO OF THE REGISTERED OFFICE AS SPECIFIED ABOVE.
NOTE: –FOR FILING OF INC-22A DIN OF ALL THE DIRECTORS SHOULD BE ACTIVE AND LAST YEAR ANNUAL FILING IS TO BE COMPLETED.
Form MSME
· Initial Return for the amount outstanding as on 22nd January, 2019
30/05/2019
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) (hereafter referred to as “Specified Companies”), shall submit a return to the Ministry of Corporate Affairs
1. Total outstanding amount due (exceeding 45 days) as on 22nd January 2019 towards micro and small enterprises.
2. Format for disclosure:
• Financial Years
• Name of Suppliers
• PAN of Suppliers
• Amount Due
• Specify the date from which amount is due
Form MSME
·
· Half Yearly Return for the amount outstanding as on 31st March, 2019.
30/05/2019
1. Total outstanding amount due (exceeding 45 days) as on 31st march 2019 towards micro and small enterprises.
2. Format for disclosure:
• Financial Years
• Name of Suppliers
• PAN of Suppliers
• Amount Due
• Specify the date from which amount is due
Form DPT-3
· One time return
29/06/2019
Onetime Return for disclosure of details of outstanding money or loan received by a company but not considered as deposits in terms of rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.
Outstanding balances of all items fall under rule 2(1)(c) of deposit rules particularly following:
· Any amount received as a loan or facility from any banking company or from the State Bank of India or any of its subsidiary banks or from a banking institution notified by the Central Government.
· Any amount received from a person who, at the time of the receipt of the amount, was a director of the company or the relative of the director of a private company.
· Any amount received by the company from any other company
· Any amount received from an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest bearing security deposit.
NOTE:- Reporting of the details of outstanding sums of receipt of money not considered as deposit as per the rule 2(1)(c) for the period starting from 1st April, 2014 to the 31st March, 2019.
Attachment: – Auditor Certificate Outstanding balances of rule 2(1)(c) of deposit rules for the period of 1st April, 2014 to the 31st March, 2019.
Form DPT-3
Annual return
30/06/2019
Annual Return
· Particulars of transactions by a company not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014 (if any)
· Return of Deposit, (if any)
Outstanding balances of all items fall under the definition of Deposit and rule 2(1)(c) of deposit rules particularly following:
· any amount received as a loan or facility from any banking company or from the State Bank of India or any of its subsidiary banks or from a banking institution notified by the Central Government.
· Any amount received from a person who, at the time of the receipt of the amount, was a director of the company or the relative of the director of a private company.
· Any amount received by the company from any other company
· Any amount received from an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest bearing security deposit.
NOTE:- Reporting of the details of outstanding sums of receipt of money or loan as on 31st March, 2019.
Attachment: – Auditor Certificate regarding Outstanding balances for the period ending on 31st March, 2019.
DIR -3 KYC
(FORM IS NOT UPDATED)
30/06/2019
KYC of all Directors of all companies annually through the e-form DIR-3 KYC.
With the ease in incorporation procedure for Company , MCA has come out with another notification that waives off filing of form INC-12 for Section 8 Companies, form INC -12 was required to be filed to ROC after obtaining name approval of the Company for obtaining Licence for Section 8 Company. Once the Licence for Incorporation of Section 8 company is obtained , the Company Incorporation application in SPICE form can be filed.
Now MCA has substituted the Form INC -12 with SPICE form and SPICE form to be amended accordingly.
Further in case of draft memorandum , the word Memorandum , further this also eases the incorporation process , as draft MOA was required to be filed with INC-12 earlier when applying for section 8 Company licence.
In case of Existing Company Company wants to Apply for conversion into section 8 company , the form INC -12 will be required to file for Application for grant of License to an existing company under Section 8
A private limited company is the most accepted and popular business structure in India and is governed by the provisions of the Companies Act and rules made thereunder, to carry out business operations loan from director to company is the main source of debt funding private limited access.
In every type of business structure there are two main sources of funds that an organisation deals with, one is in the form of capital and other is in the form of loan or debt.
In case of a company accepting funds from the capital it has to issue shares, and if the company is accepting funds from loan there should be an agreement with respect to the terms and conditions assigned to the particular loan and the security provided for a given loan.
In this article we will discuss accepting loans from the directors of the company by a private limited company.
Please note that accepting any type of loans or money from any person in a private limited company falls under the provisions of companies acceptance of deposit rules 2014
“deposit” includes any receipt of money by way of deposit or loan or in any other form, by a company, but does not include –
“(viii) any amount received from a person who, at the time of the receipt of the amount, was a director of the company or a relative of the director of the Private company:
Provided that the director of the company or relative of the director of the private company, as the case may be, from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others and the company shall disclose the details of money so accepted in the Board’s report;”
Loan from Director to Company
Step by step procedure for accepting loans from directors to Company
hold Board meeting and pass necessary resolution approving the limit up to which company can accept loans
The company is required to hold the board meeting and pass necessary resolution in this regard for approving the limit of loan up to which company can accept the loans.
Pass Resolution for Authorising Director to sign Necessary Terms and Conditions /Loan agreement for the loan
Accept at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others
Credit of Funds to Company Bank Account
Compliance with Respect to Loan : If the Loan Agreement or Terms of Loan Contains clause relating to the conversion of this loan into equity then the company is required to file form mgt 14 within 30 days from the date of such agreement
Annual Compliance with respect to loan from Director to Company :
As this loan is exempted from the deposit, the company is required to file Form DPT -3 with the amount of loan accepted from Directors of the Company under the column, Items Not considered as Deposits
As per rule 12A of the Companies (Appointment and Qualification of Directors) Rules 2014, “every individual who has been allotted a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall, submit e-form DIR-3-KYC to the Central Government on or before 30th April of immediate next financial year. Provided that every individual who has already been allotted a Director Identification Number (DIN) as at 31st March, 2018, shall submit e-form DIR-3 KYC on or before 5th October,2018.”
However, the DIR-3 KYC e-form presently available on the portal does not cater for the following: (i) Filing on annual basis, and (ii) Filing in respect of DINs allotted post 31 March 2018. It presently caters only to those individuals who were allotted DINs as on 31st March 2018 and whose DINs have been marked as ‘Deactivated due to non-filing of DIR-3 KYC’. Stakeholders may please note that DIN holders are required to file the DIR-3 KYC form every year, so that they are aware of and confirm the data & information as available in the MCA21 system.
With the objective of making the form more user friendly, the form is presently being modified to enable pre-filling of data & information so that annual filings can be done by DIN holders in a simple and user friendly manner.
The revised form, which will be shortly deployed, can be filed without any fee within a period of 30 days from the date of deployment. Accordingly, DIN holders who had filed DIR-3 KYC form earlier and complied with the said provisions may kindly await the deployment of the modified form for fulfilling their compliance requirements.
In this article we will discuss about Board Meeting as per Companies Act 2013, Board meetings are critical for the governance of a company. They are a platform for discussion and decision-making by the company’s board of directors. To ensure these meetings are conducted and documented effectively, one must adhere to the provisions of the Companies Act, 2013, and the Secretarial Standards set by the Institute of Company Secretaries of India (ICSI). Here’s how to do it step by step.
Step 1: Convene the Meeting
Issuing Notice:
Draft a notice of the meeting according to Secretarial Standard-1 (SS-1).
Include the meeting agenda, date, time, and location.
Send the notice at least 7 days before the meeting to all directors, by hand, post, or electronic means.
Agenda:
The agenda should be clear and comprehensive. Every item for discussion should be stated, including items specifically required by law.
Additional Documentation:
Provide any necessary notes or supporting documents to the directors along with the notice.
Step 2: Ensure Quorum of the Board Meeting as per Companies Act 2013
Quorum Requirements:
Quorum should be present throughout the meeting. As per the Companies Act 2013, the minimum quorum is 1/3rd of the total strength of the board or 2 directors, whichever is higher.
Leave of Absence:
If a director cannot attend, they should notify in advance, and the board may grant a leave of absence if deemed fit.
Step 3: Conducting the Board Meeting as per Companies Act 2013
Chairing the Meeting:
The Chairperson, as per the Articles of Association, presides over the meeting.
In absence of the Chairperson, the directors present may elect one amongst themselves to chair the meeting.
Discussion:
Follow the agenda strictly for discussions.
Encourage open discussion and note any dissenting opinions.
Voting:
Decisions are generally taken by a majority of votes. Each director has one vote. In case of a tie, the Chairperson has a casting vote.
Step 4: Documenting the Meeting (Minutes) as per companies Act 2013
Recording Minutes:
As per Secretarial Standard-1 (SS-1), minutes should contain a fair and correct summary of the proceedings of the meeting.
They should be entered in the minutes book within 30 days of the meeting.
Contents of Minutes:
Include details like the date, time, place of the meeting, list of attendees, issues discussed, decisions taken, and the final resolutions passed.
Signing of Minutes:
The minutes should be signed by the Chairperson of the meeting or the Chairperson of the next meeting.
Once signed, the minutes are conclusive evidence of the proceedings.
Distribution:
Copies of the signed minutes should be circulated to all directors within 15 days after these are signed.
Step 5: Compliance and Filing
Filing Resolutions with Registrar:
Certain resolutions need to be filed with the Registrar of Companies within 30 days of the meeting.
File using the prescribed forms and ensure that all statutory registers are updated accordingly.
Maintain Statutory Records:
Safeguard the minutes and ensure they are accessible for inspections as required by law.
Step 6: Disclosure and Dissemination
Disclosure to Shareholders:
Share relevant excerpts of the minutes with shareholders if required by law or demanded by shareholders’ agreements.
Website Publication:
If applicable, publish the proceedings of the meeting on the company’s website as per the regulatory requirements.
By following these six steps, you can ensure that your company’s board meetings are not only effectively conducted but also meticulously documented in compliance with the Companies Act, 2013, and the Secretarial Standards issued by the ICSI.
In the Recent Notification dated 22nd Jan, 2019 Ministry of Corporate Affairs has mandated every Company to Report outstanding and Advances to MCA in E Form DPT-3 within 90 days of this notification.
The MCA has amended the existing deposit rules in which MCA has clarified that that Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every company other than Government company.
Who is Required to File Form DPT-3
Every company other than Government company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits,
in terms of clause (c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date of publication of this notification in the Official Gazette, as specified
in Form DPT-3
within ninety days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014
Every Company : Means Every company whether Private Company, Public Company, Small Company, OPC, Nidhi Company etc
What Information to be provided in Form DPT-3 for Amounts which are not considered as Deposits:-
Any amount received from or as Loan or Financial Assistance –
the Central Government; or
a State Government; or any amount received from any other source whose repayment is guaranteed by the Central Government or State Government; or
any amount received from a local authority; or
any amount received from statutory authority constituted under an Act of Parliament or a State Legislature.
Foreign Governments
Foreign or international banks
Multilateral financial institutions
Foreign Governments owned development financial institutions;
Foreign export credit agencies
Foreign collaborators
Foreign body corporate
Foreign citizens
Foreign authorities
Persons residents outside India subject to the provisions of Foreign Exchange Management Act, 1999 (42 of 1999)
A loan or facility from any banking company
From the state Bank of India or any of its subsidiary banks
From a banking institution notified by the Central Government under section 51 of the Banking Regulation Act
A corresponding new bank as defined in clause( d )of section 2 of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980); or
From a cooperative bank as defined in clause (b-ii) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934)
Public Financial Institutions notified by the Central Government;or
Any regional financial institutions
Insurance companies; or
Scheduled Banks as defined in the Reserve Bank of India Act,1934(2 of 1934).
Any amount received against issue of commercial paper or any other instruments issued in accordance with the guidelines or notification issued by the Reserve Bank of India
Any amount received by the company from any other company
Any amount received and held pursuant to an offer made in accordance with the provisions of the Act towards subscription to any securities including share application money or advance towards allotment of securities pending allotment, so long as such amount is appropriated only against the amount due on allotment of securities applied for
Any amount received from a person who, at the time of the receipt of the amount, was a director of the company or the relative of the director of a private company
Any amount raised by the issue of bonds or debentures secured by a first charge or a charge ranking pari passu with the first charge on any assets referred to in Schedule III of the Act excluding intangible assets of the company
Any amount raised by the issue of non-convertible debentures not constituting a charge on the assets of the company and listed on recognized stock exchange as per applicable regulations made by Securities and Exchange Board of India
Any amount received from an employee of the company not exceeding his annual salary under a contract of employment with the company in the nature of non-interest bearing security deposit
Any non-interest bearing amount received and held in trust
Any amount received in course of , or for the purposes of the business of the company-
As an advance for supply of goods or provision of services accounted for in any manner whatsoever provided that such advance is appropriated against supply of goods or provision of services within a period of three hundred and sixty five days from the date of acceptance of such advance.
As advance accounted for in any manner whatsoever, received in connection with consideration for immovable property under an agreement or arrangement, provided that such advance is adjusted against such property in accordance with the terms of agreement or arrangement.
As security deposit for performance of the contract of supply of goods or provision of services
As advance received under long term projects for supply of capital goods except those covered under item (b) of subclause (xii) clause (c) of sub- rule (1) of rule (2) of the Companies (Acceptance of Deposits) Rules, 2014.
As an advance towards consideration for providing future services in the form of a warranty or maintenance contract as per written agreement, if the period for providing such services does not exceed the period prevalent as per common business practice or five years, from the date of acceptance of such service whichever is less.
As advance received and allowed by any sectoral regulator or in accordance with directions of Central or State Government.
As an advance for subscription towards publication, whether in print or electronic to be adjusted against receipt of such publications.
Any amount brought in by promoters of the company by way of unsecured loans in pursuance of the stipulation of any lending financial institution.
Any amount received by a Nidhi company in accordance with the rules made under section 406 of the Act.
Any amount received by way of subscription in respect of chit under the Chit Funds Act, 1982(4 of 1982)
Any amount received by company under any collective Investment scheme in compliance with regulations framed by the Securities and Exchange Board of India
Any amount of twenty five lakh rupees or more received by a start up company, by way of convertible note (convertible into equity shares or repayable within a period not exceeding five years from the date of issue) in a single tranche, from a person
Any amount received by a company from –
Alternate Investment Funds
Domestic venture Capital Funds
Infrastructure Investments Trusts
Real Estate Investment Trusts
Mutual Funds registered with the Securities and Exchange Board of India.
In all the above cases which are not considered as Deposit , Specific Amount with each case is required to Reported in the E form.
What if company does not have any amount that is required to be reported ?
In this case company is not required to file Form DPT-3
Is DPT-3 is One Time Return or to be Filed Every Year :
Non Deposit Amounts are to be Reported One Time Only
In Private Limited Company Directors plays main role in its functioning, Directors takes day to day decisions for business operations, Directors are key person in whom Shareholders of company trusts for their money invested, here in this article we will discuss about how a company can have new Director on its Board legally in India :
Obtain Consent of Proposed Director:
Proposed Director Should give his consent to act as Director in the Company as per Form DIR-2 , this is very important document and company must obtain form DIR-2 form before proposing him Director of the Company.
Digital Signature of Proposed Director :
If proposed Director does not have Digital Signature , he must obtain Digital Signature from Certifying Authority in India.
Obtain Director Identification Number (DIN):
If the proposed Director does not have DIN , he should let the company know that he does not have ,and than the Company in which he is about to be appointed as Director is required to pass Board Resolution for proposing him to be Appointed as Director of the Company , the company should apply for DIN no of the proposed person. The Resolution is required to be attached with Form DIR 3. ( This is new requirement for obtaining DIN , as new person cannot just apply for DIN if he is not to be appointed as Director in any Company. DIN is only allotted once for lifetime of Director.
The Company should obtain all KYC documents along with necessary educational Qualification documents required as per terms of job, it is important to note that there is no minimum education qualification required to hold position of Director in the Company in India
The Director in the Company are appointed in the General Meeting , the Company should issue notice to all the Shareholders of the Company for holding Extra Ordinary General Meeting of the Company, Please note that Notice of General Meeting should be issued in accordance with provisions of Companies Act, 2013 and rules made there under and Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).
Hold Extra Ordinary General Meeting of the Company :
Once the Notice of EGM is issued to the shareholders , now on the meeting date and time , hold the meeting and Pass the Necessary Resolution for Appointment of Director as Company.
Issue Letter of Appointment
Now issue letter of appointment to the Director of the Company mentioning terms and conditions of appointment and salary to be payable to the Director.
File form DIR-12 to ROC
Once all the above steps are completed the Company should file Form DIR-12 to ROC within 30 days form the date of appointment of Director , It is always advisable to File the Form DIR-12 within next day of appointment, so as to avoid late filing and Additional Fee.
Making Necessary entries in Register of Directors
Company should make necessary entries in the Register of Director and Key Managerial Personals
File Necessary Amendment Application to GST, Tax Authorities Other regulators
The Company is required to make necessary application for Changes in Directors details in GSTN and Other Certificates, wherever applicable.
Book On Company Law Procedures
Need for Director Appointment Services? Email us at mail@fastlegal.in or Place your request here
Board of Directors of the Company plays a main important role in functioning operation of the company, Section 179 of Companies Act 2013 provides powers of Board of Directors of Company
Following are the Powers of Board of Directors
(1) The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do: Provided that in exercising such power or doing such act or thing, the Board shall be subject to the provisions contained in that behalf in this Act, or in the memorandum or articles, or in any regulations not inconsistent therewith and duly made thereunder, including regulations made by the company in general meeting: Provided further that the Board shall not exercise any power or do any act or thing which is directed or required, whether under this Act or by the memorandum or articles of the company or otherwise, to be exercised or done by the company in general meeting.
(2) No regulation made by the company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
(3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:- (a) to make calls on shareholders in respect of money unpaid on their shares; (b) to authorise buy-back of securities under section 68; (c) to issue securities, including debentures, whether in or outside India; (d) to borrow monies; (e) to invest the funds of the company; (f) to grant loans or give guarantee or provide security in respect of loans; (g) to approve financial statement and the Board’s report; (h) to diversify the business of the company; (i) to approve amalgamation, merger or reconstruction; (j) to take over a company or acquire a controlling or substantial stake in another company; (k) any other matter which may be prescribed: Provided that the Board may, by a resolution passed at a meeting, delegate to any committee of directors, the managing director, the manager or any other principal officer of the company or in the case of a branch office of the company, the principal officer of the branch office, the powers specified in clauses (d) to (f) on such conditions as it may specify: Provided further that the acceptance by a banking company in the ordinary course of its business of deposits of money from the public repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise, or the placing of monies on deposit by a banking company with another banking company on such conditions as the Board may prescribe , shall not be deemed to be a borrowing of monies or, as the case may be, a making of loans by a banking company within the meaning of this section. Explanation I.-Nothing in clause (d) shall apply to borrowings by a banking company from other banking companies or from the Reserve Bank of India, the State Bank of India or any other banks established by or under any Act. Explanation II.-In respect of dealings between a company and its bankers, the exercise by the company of the power specified in clause (d) shall mean the arrangement made by the company with its bankers for the borrowing of money by way of overdraft or cash credit or otherwise and not the actual day-to-day operation on overdraft, cash credit or other accounts by means of which the arrangement so made is actually availed of.
(4) Nothing in this section shall be deemed to affect the right of the company in general meeting to impose restrictions and conditions on the exercise by the Board of any of the powers specified in this section.
