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Recent Amendments to the Companies (Incorporation) Rules, 2014

By Husain Kader

The Ministry of Corporate Affairs (MCA) has issued a recent notification dated 16th October, 2019 notifying the Companies (Incorporation) Eight Amendment Rules, 2019 to amend the Companies (Incorporation) Rules, 2014.

The amendments are summarised below:

Sr No. Particulars Erstwhile Provision After Amendment Remarks
1. Undesirable Names

 

Rule 8A

Earlier if the name of the proposed company included a registered trademark then approval from the owner or the applicant for registration of trademark had to be obtained by the promoters of the proposed company before making name application to ROC. Now the option to get approval from the applicant for registration of trademark has been removed.

 

Now approval has to be obtained from the owner only.

The Owner and applicant for registration of trademark could be two different persons and therefore earlier there was an option.

 

Now the rule has been made more stringent and the approval of the present owner is necessary.

2. Active Company Tagging Identities and Verification (ACTIVE)

 

Rule 25A

Earlier if a company was marked as ACTIVE-non-compliant than unless e-Form ACTIVE was filed the company was not able request for any changes in director information by filing Form DIR-12 except in case of cessation. Now if a company is marked as ACTIVE-non-compliant than it will not be able to request for any changes in director information except in the following cases:

 

1.   cessation of any director; or

2.   appointment of directors in a company where total number of directors fall below the minimum limit as provided in the Act on disqualification of all or any of the director; or

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

4.   appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal.

MCA has liberalized the ACTIVE rule to allow changes to be made to the information of directors to allow appointment or cessation of directors where it becomes absolutely necessary  in cases which may  lead to non-functioning of the Board of Directors of a company or non-compliance of the Companies Act.
3. Shifting of registered office within the same State

 

Rule 28

After amendment the MCA has added the following rules to the present provisions:

 

1.   The Regional Director (“RD”) shall examine the application seeking confirmation from the RD for shifting the registered office within the same State from the jurisdiction of one ROC to another ROC and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within 15 days of the receipt of application complete in all respects; and

 

2.   The certified copy of order of the RD, approving the alternation of MOA 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 30 days from the date of receipt of certified copy of the order.

The Rule has been made more stringent by the MCA whereby now an order shall be passed by the RD after examination of all the submitted documents and such order shall have to be filed in Form INC-28 (which is an added compliance to be followed) for shifting of registered office.

 

Important Update – Annual Filings

 

As per a recent notification dated October 29, 2019, the Ministry of Corporate Affairs (“MCA”) has provided relief to the stakeholders by relaxing additional fees and extending the last date of filing for the following for the financial year which ended on March 31, 2019 to:

  1. Filing of forms for financial statements – November 30, 2019; and
  2. Filing of annual returns – December 31, 2019.

On failure to file the forms by the above due dates, an additional fees of INR 100/- per day for each day of default will become applicable.

LexStart’s Upcoming Events

LexStart upcoming events on Convertible Notes, investment term sheets & Key Compliances for Stakeholders

  1. July 26, 2019: Master Class on Convertible Notes (Webinar)

Timing: 4 p.m to 5.30 p.m.

Join LexStart for a detailed analysis of Convertible Notes as instruments for fundraising. This Master Class on Convertible Notes will answer the following questions:

  • What is a Convertible Note?
  • How is it different from CCDs and CCPS?
  • How does valuation work in a Convertible Note? How do the concepts of floor and cap work?
  • Is Convertible Note the right instrument for you?

Convertible Notes are a relatively new instrument in the Indian startup ecosystem and this Master Class will help both startups and investors understand how these instruments work. Convertible Notes are a cheaper and faster route of fundraising available to registered startups and this Master Class will help startups understand how to use them.

Click here to register 

 

 

  1. July 30, 2019: Term Sheets 101 (Webinar)

Timing: 4.30 p.m to 5.30 p.m.

Join LexStart for a detailed discussion on investment term sheets, which will help you:

  • Understand fundraising jargon typically used in investment term sheets and how to negotiate them
  • Learn more about different investor rights like pre-emptive rights, tag rights, drag rights and liquidation preference typically found in investment term sheets
  • Learn more about company/promoter obligations typically included in investment term sheets

 Click here to register 

 

 

  1. July 31, 2019: Corporate Governance – Key Compliances for Stakeholders (Webinar)

Timing: 4 p.m to 5 p.m.

Join LexStart for a detailed discussion on the key compliances that stakeholders in startups should be aware of. In this session, we will cover the following:

  • Thinking of taking a Board seat? Understand the Director obligations & liabilities
  • Running a startup? Understand important corporate compliances
  • Investing in a company, or fundraising from a VC? Understand the compliances involved

Click here to register 

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