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Cochin 15032019
Cochin 15032019
Shall come into force with effect from 25th February, 2019
shall file the particulars of the company and its registered office.
Provided that any company which has not filed its due financial statements under
section 137 (Financial Statements)
returns under section 92 (Annual Return) or both with the Registrar shall be
restricted from filing e-Form-ACTIVE
shall be marked as
“ACTIVE-non-compliant” on or after 26th April, 2019 and shall be liable for
action under sub-section (9) of section 12 of the Act:
Companies (Incorporation) Amendment
Rules, 2019(21st February, 2019)
Provided also that no request for recording the following
events changes shall be accepted by the Registrar from such
companies marked as “ACTIVE-non-compliant”, unless “ e-
Form ACTIVE” is filed:
(i) SH-07 (Change in Authorized Capital);
(ii) PAS-03 (Change in Paid-up Capital);
(iii) DIR-12 (Changes in Director except cessation);
(iv) INC-22 (Change in Registered Office);
(v) INC-28 (Amalgamation, de-merger)
Companies (Incorporation) Amendment
Rules, 2019(21st February, 2019)
Applicable to:
Every company incorporated on or before the 31st December, 2017
e-form ACTIVE (INC-22A) is to be used
Photograph of Registered Office showing external building and inside
office also showing therein at least one director/KMP who has affixed
his/her Digital Signature to this form.
Need to provide - Latitude Longitude of the building
OTP verification of e mail Id
26th April, 2019 is the last date
Penalty – Rs.10000/- there after
Companies (Incorporation)Fourth
Amendment Rules, 2018.
NOTIFICATION
New Delhi, the 18th December, 2018
The Companies (Amendment) Second Ordinance 2019 dated 21 st February
2019
Ordinance signed by President on 2nd November 2018, hence presumed
effective date is 2nd November 2018
Inserted Sec. 10 A – Not commence business or exercise any borrowing power
unless
Declaration at the time of commencement of business.
Companies (Incorporation)Fourth
Amendment Rules, 2018.
Form No.INC-20A shall be filed as provided in the Companies (Registration
Offices and Fees) Rules, 2014 and
The contents of the said form shall be verified by a Company Secretary or a
Chartered Accountant or a Cost Accountant, in practice:
Board Resolution is to be passed pursuant to Section 11 of the Companies Act
2013, confirmation from the Board of Directors of the Company that the
Company has received the Subscribed money towards the Subscribed Capital
of Rs. ………….
Declaration cum affidavit made by the First Directors that
the company has received the subscribed capital of Rs…………. by its directors
in full by way of cash and in-kind as required for commencement of business.
Consequences of Not Filing Certificate of
Commencement of Business
Majority stake:- The definition of majority stake has been inserted in the SBO
Rules in rule 2 clause (d), which define it as:-
i. “holding more than one-half of the equity share capital in the body
corporate; or
ii. holding more than one-half of the voting rights in the body corporate; or
iii. having the right to receive or participate in more than one-half of the
distributable dividend or any other distribution by the body corporate”.
Companies (Significant Beneficial Owners)
Amendment Rules, 2019.
Reporting Company:
(1) Every reporting company shall take necessary steps to find out if there is
any individual who is a significant beneficial owner, as defined in clause (h) of
rule 2, in relation to that reporting company, and if so, identify him and cause
such individual to make a declaration in Form No. BEN-1.
(2) Without prejudice to the generality of the steps stated in sub-rule (1),
every reporting company shall in all cases where its member (other than an
individual), holds not less than ten per cent. of its:-
a) shares, or
b) voting rights, or
c) right to receive or participate in the dividend or any other distribution
payable in a financial year, give notice to such member, seeking information
in accordance with sub-section (5) of section 90, in Form No. BEN-4.
Declaration of significant beneficial ownership under section 90:-
[Rule 3]
(1) For the purpose of monitoring and enforcing compliance with accounting
standards under the Act by a company or a body corporate governed under
rule 3, the Authority may review the financial statements of such company or
body corporate, as the case may be, and if so required, direct such company
or body corporate or its auditor by a written notice, to provide further
information or explanation or any relevant documents relating to such
company or body corporate, within such reasonable time as may be specified
in the notice
Functions and duties of the Authority.
(1) The Authority shall protect the public interest and the interests of
investors, creditors and others associated with the companies or
bodies corporate governed under rule 3 by establishing high quality
standards of accounting and auditing and exercising effective
oversight of accounting functions performed by the companies and
bodies corporate and auditing functions performed by auditors.
Functions and duties of the Authority.
(2) In particular, and without prejudice to the generality of the foregoing, the Authority shall:
(a) maintain details of particulars of auditors appointed in the companies and bodies corporate
specified in rule 3;
(b) recommend accounting standards and auditing standards for approval by the Central
Government;
(c) monitor and enforce compliance with accounting standards and auditing standards;
(d) oversee the quality of service of the professions associated with ensuring compliance with such
standards and suggest measures for improvement in the quality of service;
(e) promote awareness in relation to the compliance of accounting standards and auditing
standards;
(f) co-operate with national and international organisations of independent audit regulators in
establishing and overseeing adherence to accounting standards and auditing standards; and
(g) perform such other functions and duties as may be necessary or incidental to the aforesaid
functions and duties.
Punishment in case of
non-compliance.-