The Ministry of Corporate Affairs, vide notification dated 21st February, 2019, has come up with the Companies (Incorporation) Amendment Rules, 2019 which are made effective from 25th February, 2019.
With the introduction of the Companies (Incorporation) Amendment Rules, 2019, new rule 25A has been inserted into the Companies (Incorporation) Rules, 2014. The said new rule 25A mandates filing of new e-form ACTIVE (INC-22A).
The present article, contained in the form of FAQ, would clear up all the question prevailing in one’s mind with regard to the newly introduced e-form ACTIVE (INC-22A).
The new form have been given the name e-form ACTIVE (INC-22A), wherein, ACTIVE stands for ‘Active Company Tagging Identities and Verification (ACTIVE)’.
All the companies which are incorporated on or before 31st December, 2017 are required to file e-form ACTIVE (INC-22A).
E-form ACTIVE (INC-22A) is to be filed on or before 25th April, 2019.
Following companies would be barred from the filing of e-form ACTIVE (INC-22A) –
• Companies which has not filed its financial statement under section 137; or
• Companies which has not filed its annual returns under section 92.
However, if the company has not filed the respective financial statement and/ or the annual result being under the management dispute and the said dispute has been recorded with the Registrar, then, in such case, such company would be allowed to file the e-form ACTIVE (INC-22A).
In nut-shell the companies need to first file of all their pending financial statement and / or annual return only then they would be eligible / allowed to file e-form ACTIVE (INC-22A).
Which companies are not required to file E-FORM ACTIVE (INC-22A)?
Following are the list of companies which are not required to file e-form ACTIVE (INC-22A). The below instance should be recorded in Register.
1. Companies which have been struck off; or
2. Companies which are under the process of striking off; or
3. Companies which are under liquidation; or
4. Companies which are amalgamated or dissolved.
What are the consequences for non-filling or late filling of E-FORM ACTIVE (INC-22A)?
In the case of the non-filing / late filing of e-form ACTIVE (INC-22A), the company has to face the following consequences –
1. Status of the company shall be marked as ‘ACTIVE non-compliant’; and
2. The company shall be liable to pay a fee of INR 10,000 if the company files the e-form ACTIVE (INC-22A) on or after 26th April, 2019. Once the e-form ACTIVE (INC-22A) is filed, after payment of the appropriate fees, the status would be marked as ‘ACTIVE Compliant’; and
3. An action under section 12 (9) of the Act would be initiated against the company. As per provisions of section 12 (9), if the registrar has a reasonable cause to believe that the company is not carrying on any business or operations, he can conduct physical verification of the registered office and in case of any default, the name of the company may be removed from the Register of Companies by the registrar
What are the consequences if the status is marked as ‘ACTIVE NON-COMPLIANT’?
If e-form ACTIVE (INC-22A) is not filed on or before 25th April, 2019 and as a result of the same if the status is marked as ‘ACTIVE non-compliant’, in that case, the registrar shall not accept the following event based information / changes –
1. Change in Authorized Capital – SH-07;
2. Change in Paid-up Capital – PAS-03;
3. Change in Director (except for cessation) – DIR-12;
4. Change in Registered office – INC-22; and
5. Amalgamation, de-merger – INC-28.
What are the details to be provided with E-FORM ACTIVE INC-22A?
1. CIN of the Company (Prefill);
2. Name of the Company;
3. Address of the registered office along with Latitude and Longitude;
4. E-mail of the Company (e-mail ID needs to be verified by OTP);
5. Director’s detail –
• Number of directors (Prefill);
• List of directors as on the date of filing –DIN
Name of director;
Status of DIN.
It is important to note here that e-form ACTIVE INC-22A can be filled only if the status of the DIN of all the directors is ‘ACTIVE’.
6. Details of statutory auditor –
• Number of auditor appointed;
• Category of auditor i.e. Individual / Auditor’s Firm;
• PAN of auditor / auditor’s firm;
• Name of the auditor / auditor’s firm;
• Membership number of the auditor / Registration number of the auditor’s firm;
• Period for which auditor appointed.
7. Details of cost auditor –
• Number of cost auditor;
• Category of auditor i.e. Individual / partnership firm/ LLP;
• Membership number of the cost auditor;
• Name of the cost auditor / member representing the firm or LLP;
• Firm registration number of the cost auditor;
• Name of the cost auditor’s firm / LLP;
• Financial year to be covered by the cost auditor.
8. Details of MD or CEO or Manager or Whole-time director of the company –
• Number of roles;
• Name; and
9. Details of company secretary of the company (details to be provided only if applicable) –
• Name; and
• Membership Number.
10. Details of CEO of the company (details to be provided only if applicable) –
• PAN; and
• Name of CEO
11. SRN of undermentioned form filed for FY 2017-2018 –
• SRN of AOC-4/AOC-4 XBRL; and
• SRN of MGT-7
What are the attachements to be upload while filling the E-FORM ACTIVE (INC-22A)?
Following 2 photographs of registered office are mandatory to be attached while filing the form e-form ACTIVE (INC-22A) –
1. One photograph should be showing external building of the company; and
2. Second photograph should be showing the internal part of the registered office and also showing at least one director/key managerial personnel (KMP) who has affixed the digital signature to the form.
Further any other required documents, as applicable, can also be attached.
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