DIR 3 KYC – All Myths Busted

I hope everyone reading this post have done DIR 3 KYC recently during the Fin. year 2018-2019. Due to the ambiguity and non availability of new forms most of them formed an opinion that DIR 3 KYC is a one time affair. I have always held the opinion that KYC like in Banks is a repetitive process and its time again to do it.

On 13th of April 2019 MCA also issued a message on its portal stating that DIR 3 KYC is a yearly process and all people who have an active DIN are supposed to be doing the KYC filing every year.

Click to access DIR3KYCcompleteMessage_13042019.pdf

Since the new form has not been deployed in the MCA system the original due date no longer exists now and 30 days from the date of deployment would be the new due date.

So all the Directors of Companies / Partners in LLP / Others holding active DIN Numbers get ready for another round of compliance.

Inputs and suggestions can be sent to ca.praveen@prsrglobal.com

Updation of KYC for your DIN

As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly. Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August,2018. While filing the form,the Unique Personal Mobile Number and Personal Email ID would have to be mandatorily indicated and would be duly verified by One Time Password(OTP). The form should be filed by every Director using his own DSC and should be duly certified by a practicing professional (CA/CS/CMA). Filing of DIR-3 KYC would be mandatory for Disqualified Directors also.

After expiry of the due date by which the KYC form is to be filed,the MCA21 system will mark all approved DINs (allotted on or before 31st March 2018) against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’. After the due date filing of DIR-3 KYC in respect of such deactivated DINs shall be allowed upon payment of a specified fee only, without prejudice to any other action that may be taken.

Form 11 – Filing of Annual Returns

Every LLP registered has to file LLP Form 11 within 60 days of end of the Financial Year, hence 30th May will be the due date for filing of this form.

In case of any delay there is an additional fees of Rs.100 per day payable till the day of filing without any upper cap. Since there is no upper cap on the additional fees it is very important to comply with the provisions.

The filing of LLP annual return is very simple and general details about the firm is to be filled up here.

Certification from Company Secretary is required if the total contribution from the partners exceed Rs.5o Lakhs or if the turnover of the LLP exceeds Rs.5 Crores, in other cases only the signature of the Designated partner is sufficient.

Appointment of Auditor

Appointment of auditor – First Auditor

To be done by the Board of Director within 30 days of incorporation of the company. If Board fails to appoint auditor then Extra Ordinary General Meeting (EGM) shall be called for within 90 days and auditor shall be appointed.
Tenure shall be from the date of appointment till the end of the First AGM

Appointment of auditor – Subesequent Auditor

To be appointed at the AGM
Tenure shall be for 5 years block period subject to ratification at the AGM

Steps :

Intimate the auditor regarding the intention of the company to appoint him or her as the statutory auditor of the company and ask whether he is eligible and not disqualified to be appointed as auditor of the company.
Obtain letter of consent for the auditor
Call board meeting
Approve appointment of auditor in the first meeting
Intimate the appointment of first auditor to the MCA within 30 days of board meeting in Form No. ADT 1

Please email any concerns at mrpraveenca@gmail.com about this posting and take advice of your CA / CS before acting on the content of this blog.

Compliance for Private Limited Companies

default

ATTENTION: Over 4 Lakh Companies have been struck off by ROC and over 1 Lakh directors will be made directors in default.

The main reason for these directors to be called defaulting is non compliance with basic ROC Compliance. Few of the compliance that needs to be considered are as follows:

Appointment of Statutory Auditor and filing of Form ADT 1 [has to be filed within 15 days of appointment] – Know More
Preparation of financial statements at the end of the Financial Year [31st March of every year] and getting the same audited by a Chartered Accountant.
Filing of annual returns with ROC in Form MGT 7 – [Due date within 6 months of end of Financial year which is 30.09.2017] – Has to be filed within 30 days of AGM
Filing the audited annual statements with the ROC in Form AOC 4 – Has to be filed within 60 days of AGM.

Each of the above compliance will be elaborated in the posts to come.

Please email any concerns at mrpraveenca@gmail.com about this posting and take advice of your CA / CS before acting on the content of this blog.

Incorporation of a Private Limited Company

Steps involved in incorporation of a new private limited company – these steps are applicable only if the number of promoters are less than 7.

Step No.1 – Obtain Digital Signature Certificate (DSC) : Every director / shareholder is required to obtain a DSC. There are many vendors available generally DSC will be done through either sify or emudhra.

Step No.2 – Obtain Director Identification Number (DIN) : Every person wishing to act as director in a company should obtain DIN. A Certification from Chartered Accountant or Company Secretary or other authorised professionals will be required to file the same. PAN Card copy, DIR 4 declaration, Photo of the director and an address proof has to be attached with this form. Generally the number gets generated immediately.

Step No.3 – Filing of Name Approval Form (this is an optional step but most of the professionals take this route) : A minimum of 1 name and a maximum of 6 names can be provided in this form in order of priority. The ROC will check the name availability and give an approval generally communicated via email.

Step No.4 – Preparation of documents – Following documents has to be prepared.

DIR 2
INC 10
INC 8
INC 9
Declaration for director
Address Proof and ID proof of the proposed promoters

Most of the documents require certification from a Practising professional like a Chartered Accountant etc. Kindly consult before taking any decisions.

mrpraveenca@gmail.com

Form 8 – LLP Annual Filing

This is the first part of LLP Annual filing more posts will follow in the due course.

As per Section 34(2) of the limited liability act, 2008 read with relevant LLP rules,

“Every limited liability partnership shall, within a period of six months from the end of each financial year, prepare a Statement of Account and Solvency for the said financial year as at the last day of the said financial year in such form as may be prescribed, and such statement shall be signed by the designated partners of the limited liability partnership.“

As per Section 34(3) of the limited liability act, 2008 read with relevant LLP rules,

“ Every limited liability partnership shall file within the prescribed time, the Statement of Account and Solvency prepared pursuant to sub-section (2) with the Registrar every year in such form and manner and accompanied by such fees as may be prescribed“

Introduction to Form 8

Form 8 is a declaration made by all the designated partners of the LLP stating that they are in a position to repay all the debts in full in the normal course of business.

Due Date for Filing Form 8

It has to be prepared within 6 months from the end of the relevant financial year. It has to be filed within 30 days of due date of preparing the form. Hence, for the financial year that ends 31st March 2015 the due date shall be 30th October 2015.

Penalty for non filing

If the LLP fails to file Form 8 within the due date, additional fees of Rs.100 per day shall be paid till the date of filing of the form.

Content of Form 8

(1) Statement of Solvency

(2) Declaration under the MSMED Act 2006

(3) Two designated partners have to digitally sign the form

(4) A CA, CS or CWA in whole time practice also have to digitally sign the form.

If you feel that the information stated below was useful or for any changes and information please use the comment box. In case any one requires the format of the attachments for Form 8 please mention the same in the comments. This post is for information purpose only kindly obtain advice before taking any actions.

Corporate Law: Incorporation of Company – Faster route through e-form INC 29

Mr. Narendra Modi, Prime Minister of India has definitely lived up to his words. He promised ease of doing business in India and through this announcement has achieved a major breakthrough.

Now that the new form is announced we will have 2 methods of incorporating a company.

1st method “normal route”

File DIN 3 for obtaining Director Identification Number for the proposed directors of the company [in case of first time directors only]
Check for availability of name in INC 1
File the details of promoters, directors & registered office in Form INC – 7/2, INC -22 & DIR – 12

2nd method is the “fast route”

File INC – 29 [it is a combination of all the forms stated above

The salient features of the INC 29 form as follows:

DIN for 3 directors can be applied
One company name can be mentioned
2 re-submissions are allowed
No change in the requirement of attachments.

My take on this amendment

On paper looks a very good move. But there could be practical difficulties.

Only 3 DIN can be applied through this form.
Any issue with the DIN will also get the name approval and registration rejected or vice-versa.
Rs.2000 extra needs to be paid to avail the faster route

Resolution #3 – Auditor Appointment

IN CASE THERE IS AN AUDIT COMMITTEE

RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of the Companies (Audit and Auditors) Rules 2014 and considering the recommendations made by the Audit Committee, the consent of the Board be and is hereby recommends M/s………, Chartered Accountants for appointment as the statutory auditor of the company for the financial year ………., from the conclusion of the forthcoming annual general meeting till the conclusion of every sixth meeting , at a remuneration to be decided in consultation with it.

RESOLVED FURTHER THAT appointment of the statutory auditor shall be subject to the ratification at each annual general meeting held after forthcoming annual general meeting

RESOLVED FURTHER THAT Mr./Ms. ……………….. [Name of person], director/company secretary of the Company be and is hereby authorized to file form ADT-1 with the Registrar of Companies with the prescribed time

IN CASE THERE IS NO AUDIT COMMITTEE

RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of the Companies (Audit and Auditors) Rules 2014, the consent of the Board be and is hereby recommends M/s………, Chartered Accountants for appointment as the statutory auditor of the company for the financial year ………., from the conclusion of the forthcoming annual general meeting till the conclusion of every sixth meeting , at a remuneration to be decided in consultation with it.

RESOLVED FURTHER THAT appointment of the statutory auditor shall be subject to the ratification at each annual general meeting held after forthcoming annual general meeting

Resolution #2 – Opening Bank Account

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF(NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE)AT (TIME)

A proposal to open a Current Account with the (Name of the Bank with address) was placed before the Board for conducting its day-to-day financial transactions. After discussions, the Board unanimously:

“RESOLVED THAT Current Account in the name & style of ‘(Name of the Company)’ be opened with the (Name of the Bank with address), for the operations of the activities of the Company and that the following Authorized Signatory (ies) of the Company be and are hereby authorized to open and operate the said account:

INDIVIDUALLY

Name of the person(s) authorized with designation

JOINTLY

Name of the person(s) authorized with designation

And

1. THAT the said Bank be instructed to accept and act upon any instructions relating to the account kept in the name of the Company or relating to any transactions of the Company with the Bank, provided the instructions are signed by the authorized signatory(ies) of the Company in the manner mentioned as above.

2. THAT the said Bank be instructed to accept receipts for money, deeds, securities or other documents or papers or property or any indemnities given on behalf of the Company provided they are signed by the authorized signatory(ies) of the Company in the manner as mentioned above.

3. THAT the bank be furnished with a list of the names of Directors of the Company and a copy of the Memorandum & Articles of Association and be from time to time informed by notice in writing under the hand of the Directors/Authorized Signatory of the Company of any changes which may take place therein and be entitled to act upon any such notice until the receipt of further notice under the hand of any Directors / Authorized Signatory.

4. THAT the resolution be communicated to the Bank and remain in force until duly rescinded and notice thereof in writing be given to the Bank by any of the Directors of the Company.”

“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.”

“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of powers granted in this Resolution shall not bind the Company against any third parties or before any authorities in any manner and that the Board shall not be answerable in that behalf.”

“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”