Companies (Incorporation) Amendment Rules, 2019 has been notified by the MCA w.e.f 25.02.2019.

A new rule 25A has been inserted which mandates every company incorporated on or before 31.12.2017 (OPC, Sec.8, Private, Public & Government Companies) to file particulars of the Company and its registered office in e-from ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019.

What needs to be filed ?
Certain details about the Company and Registered Office (RO) along with photos of the external and internal building of the RO with a Director / KMP who is to sign the e-form. For more details kindly refer the attached note.

Who need not file ?
Companies which are struck off / amalgamated / dissolved / under liquidation / strike off process are not required to file this e-form.

Who cannot file ?

• Companies which have not filed their financial statements or annual returns unless they are under management dispute and the RoC has recorded the same.
• Companies wherein the DIN status of Directors is either “De-activated due to non-filing of DIR-3 KYC” or “Disqualified u/s 164(2)”. DINs of all Directors are required to be in “Approved” status before filing this e-form.

What are the Consequences of non-filing ?

Companies which do not file this e-form shall be marked as “ACTIVE – non-compliant” and shall not be allowed to file the following e-forms with the RoC :

• SH-7 (For change in Authorized Capital)
• PAS-3 (For change in Paid-up Capital)
• DIR-12 (For change in Director except for the purpose of cessation)
• INC-22 (For change in Registered Office)
• INC-28 (For Amalgamation, De-merger)

What is the filing fee ?
There is no filing fee for e-form ACTIVE. However, companies filing the said e-form on or after 26.04.2019 shall have to pay a hefty fee of INR 10,000. To give effect to the said fee, the MCA has notified the Companies (Registration Office and Rules) Amendment Rules, 2019.

Gear up to show that you are an ACTIVE Company !!

The MCA has notified the Companies (Adjudication of Penalties) Amendment Rules, 2019 on 19.02.2019 and which shall come into effect the date of publication of the notification in the Official Gazette.

The highlights of changes in the said rules are as follows :

• Maximum period to show cause has been reduced to 30 days from 45 days previously. Minimum period remains 15 days.
• Show cause notice issued by the Adjudicating Officer (AO) should mention the relevant penal provisions and the maximum penalty which can be imposed on the company and each of the OIDs (Officers in Default) or any other person
• The Company or the OID or any other person can ask for further time upto 15 days to reply.
• The reply to the notice is to be filed in electronic mode only. AO can permit personal hearing and consider the following before deciding the penalty amount :
  1. size of the company
  2. nature of business carried on by the company;
  3. injury to public interest
  4. nature of the default
  5. repetition of the default
  6. the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the default &
  7. the amount of loss caused to an investor or group of investors or creditors as a result of the default

However, where the provisions of the relevant section of the CA, 2013 impose a minimum / fixed penalty the AO shall have no power to reduce the same. The penalty shall be paid only through the MCA portal.

The due date for filing of initial return in form MSME I has been extended to 30 days from the date of deployment of the form. The previous due date was 20.02.2019. However, the form is yet to be released.

The MCA has notified the Companies (Prospectus and Allotment of Securities) Rules, 2014 w.e.f the date of publication of the notification in the Official Gazette.

In the said rules, in Form PAS-3 (Annexure) the option, “not allotted securities with an application size of less than twenty thousand per person” shall be omitted. This is because the earlier restriction of issue size not being less than Rs. 20,000 has been removed

In a matter of 10 months the provisions relating to Angel Tax exemptions for recognized Startups has changed atleast 4 times with the latest DPIIT (Department of Promotion of Industry and Internal Trade) notification dated 19.02.2019 superseding all earlier notifications. While the government claims to be working towards ease of doing business, the startup community is crying hoarse that the levels of compliances and taxes and more so lack of clarity, is clamping down innovation and entrepreneurship.

In this context, DPIIT has revamped the existing provisions relating to definition of Startups, recognition process, procedure to claim tax exemption on profits and finally on the controversial Angel Tax provisions. Read a brief analysis since the devil lies in the details.

MSMEs with Udyog Aadhaar Number and GSTN are eligible for 2% interest subvention if the borrowing is from RBI registered systemically important Non-banking financial companies.

This scheme is available for incremental / fresh term loans and working capital loans dispersed from 02.11.2018 onwards.

It is instructed that the registered persons making inter-State supplies to unregistered persons shall report the details of such supplies along with the place of supply in Table 3.2 of FORM GSTR-3B and Table 7B of FORM GSTR–1 as mandated by the law. Contravention of any of the provisions of the Act or the rules made there under attracts penal action under the provisions of section 125 of the CGST Act.

Supply of warehoused goods while deposited in custom bonded warehouses had the character of inter-State supply as per the provisions of Integrated Goods and Services tax Act, 2017. But, due to non-availability of the facility on the common portal, suppliers have reported such supplies as intra-State supplies and discharged central tax and state tax on such supplies instead of integrated tax. In view of revenue neutral position of such tax payment and that facility to correctly report the nature of transaction in FORM GSTR-1 furnished on the common portal was not available during the period July, 2017 to March, 2018, it has been decided that, as a one-time exception, suppliers who have paid central tax and state tax on such supplies, during the said period, would be deemed to have complied with the provisions of law as far as payment of tax on such supplies is concerned as long as the amount of tax paid as central tax and state tax is equal to the due amount of integrated tax on such supplies.

It is instructed that all registered persons making supply of goods or services or both in the course of inter-State trade or commerce shall specify the place of supply along with the name of the State in the tax invoice. The provisions of sections 10 and 12 of the Integrated Goods and Services Tax Act, 2017 may be referred to in order to determine the place of supply in case of supply of goods and services respectively. Contravention of any of the provisions of the Act or the rules made there under attracts penal action under the provisions of sections 122 or 125 of the CGST Act.

The Banning of Unregulated Deposit Schemes Ordinance, 2019 has been promulgated by the President of India w.e.f 21^st February, 2019. The purpose of the Ordinance is to ban unregulated deposit schemes and to protect the interests of depositors. It shall extend to whole of India except for Jammu & Kashmir.