Companies Incorporation Rules, 2014 gains effect since 16.10.2019; new form gets introduced for companies transferring their registered office; Scope of DIR 12 stands altered

The Ministry of Corporate Affairs has issued a notification bringing in certain amendments to the Companies Incorporation Rules 2014; effective 16th October 2019. The details of the amendment along with implication is given below.

Principle Rule Amended Rule Implication
25A.Active Company Tagging Identities and Verification (ACTIVE).-

(1) 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 ………

Provided also that no request for recording the following event based information or 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)

 

25A. Active Company Tagging Identities and Verification (ACTIVE).-

(1) 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 ………

Provided also that no request for recording the following event based information or 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 in case of:

(a) cessation of any director or

(b) appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub’ section (1) of section 149 on account of disqualification of all or any of the director under section 164.

(c) appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

(d) appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Coder, 2016).

 

(iv) INC-22(Change in Registered Office);

 

(v) INC-28 (Amalgamation, de-merger)

 

The Amendment has curtailed the circumstances under which DIR 12 must be filed to remain ACTIVE compliant. Earlier DIR 12 had to be filed in all circumstances except changes in Director due to cessation, this exclusion has now been extended. Therefore DIR 12 must be filed in all instances where there is a change in Director except in case of –

1.  cessation of any director or

2. appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub’ section (1) of section 149 on account of disqualification of all or any of the director under section 164.

3. appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

4. appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Coder, 2016).

 

28. Shifting of registered office within the same State.-

 

(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form no.INC.23  along with the fee and following documents,-

 

(a) Board Resolution for shifting of registered office;

 

(b) Special Resolution of the members of the company approving the shifting of registered office;

 

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

 

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

 

(e) acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

28. Shifting of registered office within the same State.-

 

(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form no.INC.23  along with the fee and following documents,-

 

(a) Board Resolution for shifting of registered office;

 

(b) Special Resolution of the members of the company approving the shifting of registered office;

 

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

 

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

 

(e) acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

 

(2) The Regional Director shall examine the application referred to in sub-rule (l) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

 

(3) The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.”

A new Form has been introduced – Form INC-28 for companies that have obtained approval from the Regional Director for alteration of their memorandum for transfer of registered office must inform the Registrar of State. The same must be done within 30 days of receiving the approval along with prescribed fees.

SourceMinistry of Corporate Affairs

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