ICSI request MCA that the following forms may be  allowed to be recorded by Registrar of Companies even in case of ‘ACTIVE non-complaint’ companies-  DIR-12 (Changes in Director except cessation),  INC-22 (Change in Registered Office) and INC-28 (Amalgamation, de-merger).

THE INSTITUTE OF
Company Secretaries of India

MCA/PD: 2019

October 09, 2019

Shri Injeti Srinivas, MS Secretary
Ministry of Corporate Affairs
Government of India
Shastri Bhawan
Dr. Rajendra Prasad
Road New Delhi – 110 001

Sub: Filing of Form INC-22A –Reg.

Sir,

As you are kindly aware that in terms of the provisions of Rule 25A of the Companies (Incorporation) Rules, 2014, every company incorporated on or before 31st December, 2017 was required to file the particulars of the company and its registered office, in e-Form INC-22A on or before June 15, 2019.

The Rule further provides that in case of failure to file e-form INC -22A, the, company will be marked as ‘ACTIVE non-compliant’ in the master data of MCA. It also provides that the following event based information or changes shall not be accepted by the Registrar of Companies from ‘ACTIVE- non-complaint’ companies, unless ‘e-Form INC-22A’ is filed:

(i) SH-7 (Change in Authorized Capital)

(ii) PAS-3 (Change in Paid-up Capital)

(iii) DIR-12 (Changes in Director except cessation)

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

(v) [NC-28 (Amalgamation, de-merger)

In this regard, we wish to request that the following forms may be considered for exclusion from the above list and be allowed to be recorded by the Registrar of Companies even in case of ‘ACTIVE non-complaint’ companies:

(i) DIR-12 (Changes in Director except cessation)

(ii) INC-22 (Change in Registered Office)

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

Justification

Form DIR-12: For filing of Form INC-22A, it is mandatory to fill the details of KMP (Managing Director or Chief Executive Officer (CEO) or Manager or Whole-time Director and Company Secretary). In case all the directors of any company have resigned or any one of the two directors is disqualified, the ‘ACTIVE- non-complaint’ company is not allowed to file Form DIR-I2 on appointment of Directors/KW. As a result, the company’ would never be able to file INC-22A.

Form INC-22: For filing of Font; INC-22A, it is mandatory to fill the details of latest address of registered office along with longitude and latitude, However, the ‘ACTIVE- non-complaint’ company, upon shifting its registered office, cannot file form INC-22 to intimate the change of situation of registered office. As a result, the company would never be able to file INC-22A.

Form INC-28: Amalgamations and De-mergers affect the status of companies and hence must be brought to the knowledge of Registrar of Companies on time. However, the `ACTIVE- non-compliant’ companies cannot file such forms.

Therefore, keeping in view the significance of timely filing of the aforesaid forms, we request your goodself to consider exclusion of these forms from the aforesaid list of forms for the `ACTIVE-non-compliant’ companies.

We shall be pleased to provide any further information or clarification in this regard on hearing from your good self.

Thanking you,

Yours faithfully,

(CS Ashok Kumar Dixit)
Officiating Secretary
The Institute of Company Secretaries of India

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