Active Company Tagging Identities and Verification (ACTIVE) Under Companies Act

Rule 25A Active Company Tagging Identities and Verification (ACTIVE) of The Companies (Incorporation) Rules, 2014

E form : INC 22A

Analysis of Section 12 Registered office of the Company

Section 12 (1) :

Having a RO capable of receiving and acknowledging all communications and notices as may be addressed to it

This is to be intimated within 30 days of incorporation.

Section 12 (2) :

Intimation of RO to ROC in INC 22

Section 12 (5) :

Change of Registered Office with EGM approval

Section 12 (6 &7 ) :

Approval of Regional Director in special cases

Section 12 (8) :

Default in special cases

Section 12 (9) :

Power of registrar to initiate physical verification of RO and initiate steps for strike off

Companies Exempted from Filing INC 22A for Active Company Tagging Identities and Verification (ACTIVE)

  • Struck off companies
  • Companies under the process of striking off
  • Companies under liquidation
  • Amalgamated or Dissolved companies
  • The company under management dispute and the Registrar has recorded the same.

Pre Requisites

  • Annual Filing to be completed till 2017-18
  • Filing DIR3 KYC of all directors to be completed
  • Regularise ADT 1 (if not already filed)
  • Name Board & Address of the company to be displayed
  • Minimum 2 Directors to sign the form
  • Presence of Director in the photo graph

Checklist

  • Regularise the Registered Office by filing INC 22 & MGT 14 as applicable
  • Compliance of Sec 12(3)(a)
  • Latitute and Longitude of Registered office Address
  • Photograph of the Registered Office – inside & outside
  • Email Id of the company
  • Verification by OTP
  • Declaration from Company (Format)

Certification

OPC- One director

Other companies : Two directors or one director and KMP

Professional : Certified by the CS/CA/CWA  in practice.

Consequence of Non Filing/Late Filing of Active Company Tagging Identities and Verification (ACTIVE)

  • Rs 10,000/- fees shall charged
  •  “Active – Non Compliant” marking in MCA
  • Registrar can initiate action u/s 12(9) for strike off.

FAQ – INC 22 A

  1. Whether same registered office address can be used for more than 1 company ?
  2. How to ensure that the Latitude and Longitude provided is correct ?
  3. How the INC 22A can be filed where the directors are disqualified?
  4. Whether companies under insolvency should file Form INC 22A ?
  5. A company where none of the directors are present in India , how INC 22A can be filed ?
  6. Whether companies filed application for strike off in Form STK 2 and the form is pending for approval should file INC 22A ?
  7. Whether SRN of GNL2 will be recognized in INC 22A instead of         ADT-1

Reporting of Deposits not covered under Rule 2(1)(c ) of The Companies (Acceptance of Deposits) Rules 2014

Key Observations of the Committee constituted by MCA to review the offences under the Companies Act, 2013(Pg 52)

http://www.mca.gov.in/Ministry/pdf/ReportCommittee_28082018.pdf

Certain companies had misused the provisions relating to acceptance of deposits from the public.

E Form : DPT 3

Relevant Section/Rules

Rule 16A (3) of the Companies(Acceptance of Deposit) Rules 2014

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(22.01.2019) 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

New Reporting Requirements under Rule 16A(3)

  • Transactions which are not included in deposits under Rule 2(1)(c) of the Companies(Deposits) Rules 2014
  • Total amount o/s with respect to the above transactions as on 22.01.2019
  • Break up of the category of transactions covered under Rule 2(1) (c)

Brief Extract of Rule 2(1)(c) of The Companies (Acceptance of Deposit) Rules,2014

A. Receipt from Govts

  • The Central Government or a State Government or a local authority or a statutory authority constituted under an Act of Parliament or a State Legislature
  • Receipt from any source where the repayment is guaranteed by by the Central Government or a State Government
  • Any amount received from foreign Governments, foreign or international banks, multilateral financial institutions etc

B. What is Receipts as per Companies Act

  • Intercorporate Loans
  • Share application money to be used for allotment of securities
  • 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 excluding intangible assets of the company or bonds or debentures compulsorily convertible into shares of the company within 10 years
  • 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 and disclosure in Board’s Report
  • Any amount raised by issue of non-convertible debenture not constituting a charge on the assets of the company and listed on a recognised stock exchange as per applicable regulations made by Securities and Exchange Board of India

C. Receipt under another Law/Regulation

  • From persons resident outside India subject to the provisions of Foreign Exchange Management Act, 1999
  • 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 a company from Alternate Investment Funds, Domestic Venture Capital Funds, Infrastructure Investment Trusts, Real Estate Investment Trusts and Mutual Funds registered with the Securities and Exchange Board of India
  • Any amount received by the company under any collective investment scheme in compliance with regulations framed by the Securities and Exchange Board of India;

D. Receipts in the Ordinary Course of Business

As an advance for the 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:

Provided that in case of any advance which is subject matter of any legal proceedings before any court of law, the said time limit of three hundred and sixty five days shall not apply:

  • As advance, accounted for in any manner whatsoever, received in connection with consideration for an 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 the performance of the contract for supply of goods or provision of services;
  • As advance received under long term projects for supply of capital goods.
  • As an advance towards consideration for providing future services in the form of a warranty or maintenance contract as per written agreement or arrangement, 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 an advance received and as 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 in electronic to be adjusted against receipt of such publications

Provided that if the amount received under items (a), (b) and (d) above becomes refundable (with or without interest) due to the reasons that the company accepting the money does not have necessary permission or approval, wherever required, to deal in the goods or properties or services for which the money is taken, then the amount received shall be deemed to be a deposit under these rules: Explanation.- For the purposes of this sub-clause the amount shall be deemed to be deposits on the expiry of fifteen days from the date they become due for refund

E. Receipts from Bank/ Financial Institution

  1. Any amount received as a loan or facility from any banking company or from a co-operative bank
  2. A loan or financial assistance from Public Financial Institutions notified by the Central Government
  3. Any amount brought in by the promoters of the company by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank subject to fulfillment of the following conditions, namely:-
  • The loan is brought in pursuance of the stipulation imposed by the lending institutions on the promoters to contribute such finance;
  • The loan is provided by the promoters themselves or by their relatives or by both; and
  • The exemption under this sub-clause shall be available only till the loans of financial institution or bank are repaid and not thereafter.

Also Read:

Govt Reforms & Incentives for MSME Sector

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