Company Law Update

NOTIFICATION

• All companies, who gets supply of goods and services from MSME’s and whose payments to such suppliers exceed 45 days from the date of acceptance or deemed acceptance of goods and services, shall submit a half yearly return to MCA and fill the MSME FORM 1 stating the amount and reason for delay Vide Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 – S.O. 368(E) – Companies Law.
• Companies (Acceptance of Deposits) Rules, 2014 amended and made it mandatory for all companies accepting monies which are deposits not deposits as per rule 2(1)(c). Also such companies to file one time DPT-3 for the period 01.04.2014 to 22.01.2019 within 90 days. Notification dated 22.01.2019.

HIGHLIGHTS OF COMPANIES (AMENDMENT) ORDINANCE  2019.

• Annual Return should be filed within 60 days from AGM, failure to this, penalty of 100 per day to Company + directors max 5 Lakh apart from ROC delay charges is applicable.
• Penalty of 5 lakh to Company secretary certifying wrong Annual Return. .
• Wrong statement/ information in filing Charge forms with ROC may lead to misrepresentation and jail
• Resignation of Auditor must be filed by the resigning Auditor within 30 days, failure to which the resigning Auditor is liable for penalty of 50,000 + 500 per day.
• Company cannot issue shares at discount, – heavy penalty imposed on violation.
• Alteration of Authorized Capital to be intimated within 30 days, default – penalty 1000 every day or 5 Lac whichever is less.
• Explanatory statement to be given with Notice of General Meeting must contain all details as required by Law, if no detail/short detail/misleading – penalty for Company + Directors + KMP – 50K

GENERAL

• Commencement Certificate is mandatory now to be obtain within 6 months of Incorporation without which, it can not commence its business activity or borrow money
• Conversion of public Ltd to Private Ltd matters shifted from NCLT to Regional Directorate.
• Appointment of CS on payroll (Pvt Co having paid-up capital 5 cr. & above) is mandatory.
• A director can not become director in  more than 20 companies.
• Creation of charge filing with ROC-  time limit reduced from 300 days to 60 days.
• The ROC can strike off a company if the address of Registered Office is bogus or incomplete/improper  address.
• ROC may strike off a company if subscribers have not paid initial share capital after incorporation of a Company within 6 months.