KYC of Companies: Companies (Incorporation) Amendment Rules, 2019 By Gunjan Sachdev


IMPORTANT POINTS

1. APPLICABILITY
 
(1) These rules may be called the Companies (Incorporation) Amendment Rules, 2019
(2) They shall come into force with effect from 25th February, 2019

2. INSERTION OF NEW RULE 25A
 
25A. Active Company Tagging Identities and Verification (ACTIVE):
 
Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019.

3. PENALTY OF NON-FILING

Where a company files "e-Form ACTIVE", on or after 26th April, 2019, the company shall be marked as "ACTIVE Compliant", on payment of a fee of ten thousand rupees (Rs. 10,000)".

4. RESTRICTIONS ON NON-FILING OF THE FORM
 
  1. Any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE;
  2. Any company which has been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e Form ACTIVE;
  3. Any company involved under management dispute and the Registrar has recorded the same on the register has to file the e-form ACTIVE.
5. CONSEQUENCES OF NON-FILING OF THE FORM

  1. In case a company does not intimate said particulars, the Company 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
(i.e. Action for the removal of the name of the company from the register of companies under Chapter XVIII by RoC):
 
12(9) of Companies Act, 2013:
 
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.
 
ii. In the event of non-filing of the form, the company will not be allowed to request for recording the following event-based information or changes to the Registrar unless " e-Form ACTIVE" is filed –

• SH-07 (Change in Authorized Capital);
• PAS-03 (Change in Paid-up Capital);
• DIR- 12 (Changes in Director except cessation);
• INC-22 (Change in Registered Office);
• INC-28 (Amalgamation, de-merger)
6. IMPORTANT PARTICULARS OF FORM
 
In the said Rules, after Form INC-22, the e-form ACTIVE (INC-22A) shall be inserted and following are the important points of the Form:
 
  1. Name, CIN and complete Address of the Registered Office of the Company
  2. E-mail ID of the Company (on which OTP shall be generated)
  3. Whether the Company is Listed or not
  4. Details of KMPs of the Company and Directors of the Company
  5. Number of Directors of the Company (in case more than 15, then SRN of MGT-14)
  6. Status of Directors of the Company [Please note that before filing this e-form DINs of all the Directors shall be in Approved Status and neither in the status of “Deactivated due to Non-filing of  DIR-3 KYC” nor “Disqualified under section 164(2)” ]
  7. Details of Statutory Auditors, Cost Auditors (if applicable), Company Secretary (if applicable)
  8. SRN of Annual Filing forms of the Company i.e. MGT-7, AOC-4/AOC-4 XBRL
  9. Mandatory Attachment: Photograph of Registered office showing external building and inside office also showing therein at least one director, KMP who has affixed their DSC in this form
  10. Optional Attachment (if any)
  11. Form to be digitally signed by:
     
    • One Director (in case of OPC)
    • One Director and one KMP or two directors (in other cases)
    • Practicing Professional

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