As we are aware, the Ministry of Corporate Affairs has issued Companies (Incorporation) Amendment Rules, 2019 and Companies (Registration offices and Fees) Amendment Rules, 2019 which have come into force from February 25, 2019. As per the Rule 25A of Companies (Incorporation) Rules, 2014 – Every company incorporated on or before December 31, 2017 shall file the particulars of the company and its registered office in Form 22A Active (Active Company Tagging Identities and Verification) on or before April 25, 2019.
Who is not required to file Form 22A Active?
1. Companies which have been struck off or are under process of striking off
2. Companies under liquidation
3. Amalgamated or dissolved Companies;
Who will be restricted to file Form 22A Active?
Following class of Companies are restricted to file the Form INC-22A:
1. Companies which are not filed their due financial statements i.e. Form AOC-4;
2. Companies which are not filed their due Annual Returns i.e. Form MGT-7;
3. Companies in which any Director of the Company failed to file the DIR-3KYC;
4. Companies which are not filed the Form ADT- 1 for Appointment of Statutory Auditors;
5. Companies which are required to appoint Company Secretary and failed to comply the same;
6. Companies which are required to appoint KMP’s and failed to comply the same;
What is the due date for filing Form 22A Active?
Any Company Filing Form 22A Active after April 25, 2019 has to pay the penalty of Rs 10,000.
What are the other consequence of non-filing of Form 22A ACTIVE?
The following events will not be accepted by the Registrar of Companies if Form 22A is not filed:
1. SH-07 (Change in Authorized Capital);
2. PAS-03 (Change in Paid-up Capital);
3. DIR-12 (Changes in Director except cessation);
4. INC-22 (Change in Registered Office);
5. INC-28 (Amalgamation, De-Merger).
6. The Company will be marked as “ACTIVE-non-compliant” in Master Date of the MCA, unless “e-Form ACTIVE” is filed.
Cautions while filing the Form:
1. Ensure all the Directors have DIN status as approved.
2. A functioning Email ID of the company.
3. If number of directors exceed the maximum limit, keep the relevant SRN of MGT-14 records for updating the same.
4. Photograph of Registered Office showing external building and inside office also showing therein at least one director/KMP who has affixed his/her Digital Signature to this form
5. Ensure that the eForm is digitally signed by one director in case of OPC. In case company is other than OPC, form shall be signed by one director and one KMP or two directors.
Special Instructions[1] provided in INC 22A ACTIVE
| Sr No. | Section Name | Field Name | Instructions |
| 1 | (a) | CIN | Enter a valid CIN .
You may find CIN by entering existing registration number or name of the company in the ‘Find CIN’ service available under the menu MCA services available on the MCA website. |
| Pre-fill button | Click the Pre-fill button. System will automatically display the name, address of the registered office, listed flag and the email ID of the company.
In case there is any change in the email ID, enter the new valid email ID. In addition to the above fields, details mentioned in point no. 3, 5,6,7 and 8 will get prefilled based on the validations/conditions mentioned in the respective sections. |
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| Send OTP | This button will be enabled only after successful Pre-scrutiny of the form.
Click on this button to send OTP to your email ID. Please note that OTP can be successfully sent to the email ID against one form, for a maximum of 10 times in one day. OTP shall be valid for a span of 30minutes. For further chances, you may download a fresh form on the same day or try next day. |
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| Enter OTP for Email ID of the company | Enter the OTP received on your email ID. | ||
| Verify OTP | This button will be enabled after OTP for email address are entered.
Please note that the OTP must be verified before you try to upload the form. |
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| 2 | (a) | Number of Directors | Ensure that the CIN entered in field no. 1(a) is valid and then click the Pre-fill button available in field no. 2. System will automatically prefill the number of directors and list of directors based on the no. of active associations of all director roles based on unique DIN
Note: Ensure that company has minimum number of directors as prescribed in the Act [Minimum requirement in case of private company (other than Producer Company) is 2 directors and for a private producer company is 5 and for a public company is 3 or for an OPC is 1] |
| (b) | Maximum Number of Directors are beyond limits prescribed in Companies Act, 2013 | Specify the details of the date and relevant SRN of MGT-14 in case number of directors prefilled above is more than 15 for all companies except Section 8 and Govt. companies | |
| (‘c) | List of Directors as on date of filing. | Details of directors will get prefilled based on the no. of active associations of all director’s roles based on unique DIN.
Associations based on ascending order of appointment date will get prefilled starting from Sr.No. 1. No. of rows shall be regenerated based on number prefilled in field 2(a) subject to a maximum of 50 rows. Ensure that all associated directors DIN status is in approved status which is not marked for disqualification. Note: In case DIN status is other than approved, error message shall be shown to file the relevant form before filing Active Company Tagging Identities and Verification (ACTIVE). |
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| 3 | Details of statutory auditor(s). | System will automatically prefill entire section 3 of the form starting from ‘Number of auditor(s) appointed’ to ‘Period of account for which appointed To’ based on the on ADT-1 approved for the latest period of accounts for which auditor is appointed for the CIN entered in field no.1 (a).
In case number of auditor(s) appointed is more than 1, number of blocks shall be regenerated and prefilled based on the number prefilled. Note: Period To date prefilled shall be on or after 31-03-2019. If not, company need to file ADT-1 before filing INC-22A. |
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| 4 | (a) | Whether the company is required to appoint Cost Auditor | Specify whether company is required to appoint Cost Auditor, in case ‘Yes’ is selected, system will automatically prefill entire section 4 of the form starting from ‘Number of auditor(s)’ to ‘Financial year to be covered by the cost auditor(s) To’ based on the on CRA-2 approved for the latest financial year for which cost auditor is appointed for the CIN entered in field no.1 (a).
In case number of auditor(s) appointed is more than 1, number of blocks shall be regenerated and prefilled based on the number prefilled. Note: In case YES is selected and no cost auditor details are prefilled, filing of INC-22A shall not be allowed. Period To date prefilled shall be on or after 31-03-2019. If not, company need to file CRA-2 before filing INC-22A. |
| 5 | Details of the Managing director or Chief Executive Officer (CEO) or Manager or Whole-time Director of the company | System will automatically prefill number of roles, DIN/PAN, Name and designation based on roles associated with designation Managing director; Chief Executive Officer (CEO); Manager;
Whole-time director for the CIN entered in field no. 1(a). Note: Ensure that company has managing director, or Chief Executive Officer or manager and in their absence, a whole-time director in case company is listed company or public company having a paid-up share capital of ten crore rupees or more. |
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| 6 | Details of Company Secretary of the company, if applicable. | System will automatically prefill the details of Company Secretary who is in full time employment associated with CIN entered in Field no. 1(a).
Note: Ensure that company has whole time company secretary in case company is listed or public company having a paid-up share capital of ten crore rupees or more or company having paid up share capital of five crore rupees or more. |
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| 7 | Details of the Chief Financial Officer (CFO) of the company, if applicable | System will automatically prefill the details of CFO associated with CIN entered in Field no. 1(a).
Note: Ensure that company has CFO in case company is listed company or public company having a paid-up share capital of ten crore rupees or more. |
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| 8 | Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18 | System will automatically prefill the details of AOC-4/AOC-4 XBRL and MGT-7 SRN for the CIN entered in Field no. 1(a).
SRN details will get prefilled based on the forms filed for the FY ending 31.03.2018 for which Payment status is ‘Paid’ and SRN status is either pending for processing or approved. SRN shall not be marked for defective. In case of multiple filings for the same FY, prefill based on latest form filed. Note: In case AOC-4/AOC-4 XBRL and MGT-7 is not field for FY 17-18, ensure to file these forms before filing INC-22A. |
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| Attachments | The following attachment is mandatory to be filed in all cases:
Photograph of Registered Office showing external building and inside office also showing therein at least one director/KMP who has affixed his/her Digital Signature to this form. Optional attachments, if any. |
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| To be digitally signed by | Ensure that the form is digitally signed by one director in case of OPC. In case company is other than OPC, form shall be signed by one director and one KMP or two directors.
The person should have registered his/her DSC with MCA by using the following link (www.mca.gov.in). If not already registered, then please register before signing this form. Disqualified director is not allowed to sign the form. • In case the person digitally signing the e-Form is a Director – Enter the approved DIN. • In case the person digitally signing the e-Form is Manager, Chief Executive Officer (CEO) or Chief Financial Officer (CFO) – Enter valid income-tax PAN. In case the person digitally signing the e-Form is Company Secretary – Enter valid membership number in case of other than Section 8 company. In case of Section 8 company and if designation selected as ‘company secretary’, either membership number/ PAN shall be entered. |
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| Certification | Ensure the reform is digitally signed by a Chartered Accountant/ Cost Accountant or a Company Secretary in whole-time practice.
Enter the details of the practicing professional and attach the digital signature |
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[1] Instruction Kit for eForm INC-22A: Active Company Tagging Identities and Verification (ACTIVE)
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