Every Company Requires Must Have A Minimum Number Of Directors/Designated Partners, Two In The Case Of Private, Three In The Case Of Public Company, One In A Case Of One Person Company And Two In The Case Of Limited Liability Partnership. A Company Can Have Maximum 15 Directors. (Can Be Increased By Passing Special Resolution). Sometimes Due To Many Reasons, There Is A Need To Add Or Remove Directors From A Company.

To Add A Director Or Remove A Director, First Of All, Directors' Digital Signatures (DSC) Is Obtained And Then Director' Identification Number (DIN) Is Allotted To Them Which Is Mandatory To Be A Director In India.

The Authorized Capital Is The Maximum Amount Of Capital That A Company Can Raise Through The Issue Of Shares To The Shareholders. In Other Words, The Capital Amount With Which A Company Is Registered With The Registrar Of The Company (As Stated In The Article Of Incorporation) Is Called The Authorized Capital. Thus, Authorized Capital Is The Limit To Which The Companies Can Raise Shares To The Shareholders And Not Beyond It.

During The Course Of Business Operations, Company Requires More Funds To Expand Its Business Or To Meet To Business Expenditures, Which Is Not Possible Without Increase In Authorized Share Capital Of That Company. Provision Regarding Increase In Authorized Share Capital Should Be Mentioned In Articles Of Association (AOA) And If It Is Not There, Then AOA Required To Be Altered.

The Registered Office Of A Company Or LLP Is The Principle Place Of Business For A Company And All Official Correspondence From Is Sent To This Location. The Registered Office Of A Company Can Be Changed Within The Local Limits Of Any City, Town Or Village Where Such Office Is Situated By Just Giving A Notice To The Concerned Registrar Within 30 Days After The Date Of The Change.

Where The Place Of Registered Offices Is To Be Altered From One State To Another State, The Company May Do So By Passing Special Resolution And Getting Confirmation Of The Regional Director.

A Charge Means An Interest Or Right Which A Lender Or Creditor Obtains In The Property Of The Company By Way Of Security That The Company Will Pay Back The Debt.

Charges Are Of 2 Types :-

1. Fixed Charge: Such A Charge Is Against A Specific Clearly Identifiable And Defined Property. The Property Under Charge Is Identified At The Time Of Creation Of Charge. The Nature And Identity Of The Property Does Not Change During The Existence Of The Charge.
2. Floating Charge : Such A Charge Is Available Only To Companies As Borrower. A Floating Charge Does Attach To Any Definite Property But Covers The Property Of A Circulating And Fluctuating Nature Such As Stock-In-Trade, Debtors, Etc. It Attaches To The Property Charged In The Varying Conditions In Which Happens To Be From Time To Time.
3. A Company Must File Within 30 Days Of Creation Of A Charge Or If There Is Any Changes In Current Charge Then Modification Of Charge With The Registrar Complete Details Of The Charge Together With The Instrument Of Charge Or Its Verified Copy In Respect Of Certain Charges. Otherwise The Charge Will Be Void. This Does Not Mean That The Creditors Cannot Recover Their Dues. It Merely Means That The Benefit Of The Charged Security Will Not Be Available To Them.
4. If A Company Pay All Her Loan Or Satisfy His Loan With Bank Then Company Have To File Satisfaction Of Charge With Registrar With Complete Loan Satisfaction Details And No Objection Certificate From Bank. A Company Must File Form For Satisfaction Of Charge Within 300 Days From Date Of Full Payment Of Loan.

Due To Any Reasons If The Company Wants To Change The Name Of The Company Then Promoters Of Company Do It. Approval Of Shareholder Is Required. Though It No Where Impact Current Position Of Company. Fresh Certification Of Incorporation Is Issued By The Registrar

The Object Clause Defines The Main Business Activity Of The Company. The Detailed Information List Of Activities The Company Is Going To Pursue After Its Incorporation. The Object Clause Can Be Bifurcated Into A Two-Part Main Object And Ancillary Object. The Ancillary Object Shall Help In The Conduct Of The Main Objects Of The Company Or Are Necessary For The Conduct Of The Main Objects.

It Is Easy To Change Or Add New Object To The Main Object Of The Company. Approval From Shareholder Is Required.

Share Is A Movable Property That Is Freely Transferrable By The Owner Of Shares (Shareholder). Shares In A Public Limited Company Are Freely Transferable. In Case Of A Private Company, Transfer Of Shares Is Subject To Restriction In The Articles Of The Company.

Transfer Of Shares – Different Situations

1. Transfer Among Existing Shareholders
2. Transfer To New Persons
3. Transfer From Resident Indians To Non-Resident Or Non-Resident To Resident
4. Transmission Of Shares

Transmission Of Shares:-

Transmission Happens In Case Of Death Of A Shareholder. In That Case, His/Her Shares Will Be Vested With Legal Heirs As Per The Will Of The Deceased Shareholder. If There Is No Will, The Transmission Of Shares Shall Have To Be Carried Out Applicable Succession Laws. The Board Can Then Effect Transmission Of Shares Subject To Receipt Of Documents Such As Death Certificate, Will, Succession Certificate Or Legal Heirship Certificate Etc.

DIN is a unique Identification Number allotted to an individual who is appointed as a director of a company, upon making an application in form DIR-3 pursuant to section 153 & 154 of the Companies Act, 2013. DIN application includes Primary KYC of directors.

All the emails and correspondence from MCA is done on the basis of details in the DIN. So if there is any change in the address, name or residential status or citizenship of person holding DIN, then he must intimate DIN cell.

According to the the Companies Act, 2013, in which Every director holding Director Identification Number (DIN) has to file KYC Return in E-Form DIR-3 KYC by 30th of April every year. For the Financial year 2017-18 all the directors who is holding DIN shall have to file the E-Form DIR-3 KYC by 30th August, 2018.

Accordingly, every Director who has been allotted DIN shall file E-form DIR-3 KYC on or before 30th August,2018 with the Ministry of Corporate affairs (MCA). Those directors who had been disqualified as director by MCA shall also have to file the E-form DIR-3 KYC.

As part of the E-form, the directors shall provide the Unique Personal Mobile Number and Personal Email ID and it shall be duly verified by One Time Password(OTP). Further, the directors has to file the e-Form DIR-3 KYC using his own Digital Signature Certificate (DSC )only. Hence those director who does not have DSC has to obtain it first. Those who already have DSC has to check whether it is valid as on date and if it is expired then they shall also obtain it fresh.

As this return is intimation by director who is holding DIN and not by company, The E-Form DIR-3 KYC has to be filed against DIN once only regardless of having directorship in several companies.

If the director fails to file the return within stipulated time period then the MCA21 system will mark DINs against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’.

Note: For activation of such deactivated DIN after due date of filling, The penalty of Rs. 5000 will be levied.

Search Report in context to, Companies under Companies Act, 2013 and Banks, means a report generally prepared by Professional about the company after detailed inspection from the records of the Registrar of Companies.

It generally includes:

• Name of Company
• Registered Office Address of the Company
• Capital Structure of the Company
• List of Directors of the company since incorporation
• List of Shareholders of the company since incorporation
• List of Registered Charges since incorporation etc.
• The Report may include the other matters also as per the demand of the Bank Officials.

A search report traces the history of a company or the property held by the company – i.e. who is the original owner of the property and how it has mortgaged with various banks over a period of time before reaching the present Bank who has demanded the Search Report. This is an important part of a loan process by Banks to the Companies. A search report is usually prepared and drafted by Professionals, who after visiting the registrar’s office (Registrar of Companies) and inspecting the property documents, issues the certificate to the Bank stating the facts about the company.

A Digital Signature Certificate (DSC) is a secure digital key that certifies the identity of the holder, issued by a Certifying Authority (CA). It typically contains your identity (name, email, country, APNIC account name and your public key). Digital Certificates use Public Key Infrastructure meaning data that has been digitally signed or encrypted by a private key can only be decrypted by its corresponding public key. A digital certificate is an electronic "credit card" that establishes your credentials when doing business or other transactions on the Web.

On 22 January, 2019 MCA came up with a new sub-rule under Companies (Acceptance of Deposits), Rules, 2014 which says that every company (other than government company) shall file an onetime return of outstanding receipt of money or Loan by a Company but not considered as deposits and an explanation is added in Rule 16 of Companies (Acceptance of Deposits), Rules, 2014 in e form DPT-3 .

Let’s understand these provisions one by one.

Rule 16A (3) [Newly added sub rule] vide Companies (Acceptance Of Deposits ) Amendment Rules, 2019

“Every company other than Government company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits, in terms of clause (c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date of publication of this notification in the Official Gazette, as specified in Form DPT-3 within ninety days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.”

Law says, Every Company, be its small company, Public company, Private Company, One Person Company shall file an e Form DPT-3 for a period from 1 April, 2014 to the date of publication of this notification i.e. 22 Jan, 2019.

Explanation inserted under Rule 16 vide Companies (Acceptance Of Deposits ) Amendment Rules, 2019

“It is hereby clarified that Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every company other than Government company.”

Every Company other than a Government Company shall file a Return of Deposit or Particulars of Transaction not considered as Deposit or Both to furnish the information contained in its Audited financials as on 31 March, of previous financial year.

Key Points about the filing of form DPT -3

This e form DPT-3 is a onetime form which is for every company other than Government Company. Last date for filing new e form DPT-3 is 90 days from the date of its publication’ means 90 days from 22nd Jan, 2019, i.e. 21st April, 2019.

The period which is covered for filing this return is from 1st April, 2014 to 22nd Jan, 2019.

If a company does not accept a loan or does not have any outstanding loan, there is not need to comply with the provisions of this rule.

Any loan treated as Deposit or not outstanding from 1st April, 2014 to 22nd January 2019.

FAQ's

1. Whether every company needs to file e-form DPT-3 as per rule 16A.?

All the Companies (Whether, Small, Non Small, Private, Public, OPC, etc.) required to file DPT- 3 after publication of these rules.

2. What is due date for filing of e-form DPT-3 in Rule 16A?

Due date of Filing of e-form DPT-3 in rule 16A is 22nd April, 2019. Because form required to file within 90 days of publication of these rules. (22nd January, 2019 + 90 days)

3. Whether DPT-3 required filing for Secured or Unsecured Loan or Both?

Yes, DPT-3 required for filing for both secured and unsecured Loan.

4. Whether DPT-3 required for ECB received by Company?

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, one can opine that if Company has received ECB in such case Company have to mandatorily file e-form DPT-3.

5. Outstanding Loan and outstanding receipt of money in relation to which period required to be report under this rule.?

Outstanding receipt of Money and Loan from 1st April, 2014 to 22nd January, 2019 (i.e. date of publication of notice) is required to report in e-form DPT-3..

6. If Company received loan from Holding Company or Subsidiary Company or Associate Company. Whether company need to file DPT-3.?

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, Company required to file e-form DPT-3 even for loan received from H,S and Associate.

7. If a company not having any outstanding loan or outstanding receipt of money as on 22.01.2019 (i.e. date of publication of rules). Whether company need to file e-form

DPT-3. As per rule 16A DPT-3 Every Company other than Government Company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits. Therefore, one can opine that in the above mentioned situation there is no need to file eform DPT-3.

8. If some outstanding receipt of money or loan had become due before 01st April, 2014, still continuing and outstanding in record of Company. Whether such outstanding loan or receipt required to report in DPT-3.

As per rule 16A DPT-3 required to file for each and every loan received by Company outstanding as on date of publication of these rules (22.01.2019). Therefore, one can opine that such outstanding loan is required to report to ROC in e-form DPT-3.

9. If Company received loan after 01st April, 2014 but such loan is not outstanding as on 22.01.2019 (date of rules). Whether company need to report such loan in DPT-3.

As per language of Rule 16A, company has to report outstanding Loan and outstanding receipt of money to Roc in DPT-3. If Company has already paid Loan and such loan is not outstanding in record of Company. There is no need to inform such loan to ROC.

10. If company doesn’t accept loan or doesn’t having any outstanding Loan. Whether need to file DPT-3,

Active Company Tagging Identities and Verification is a new concept which is introduced by the Ministry of Corporate Affairs. It is an attempt of Ministry of Corporate Affairs in order to identify the Active Companies and to verify their Registered Office.