Active Company Tagging Identities & Verification (ACTIVE)
The Ministry of Corporate Affairs (MCA) vide its notification dated 21 February 2019 (notification) introduced Companies (Incorporation) Amendment Rules, 2019 (“Amendment Rules”) wherein a new Rule “Active Company Tagging Identities & Verification (ACTIVE)” has been inserted to the Companies (Incorporation) Rules, 2014, directing the Companies to file e-form INC-22A to provide particulars of the Company and its registered office.
1. Applicability of the e-form INC-22A
All the companies which got incorporated on or before 31st December 2017 which are under ‘Active’ status as on the date of filing has to mandatory file required particulars in e-Form INC-22A.
However, it is pertinent to note here that the Companies which have failed to file Financial Statements under section 137 and/or Annual Return under section 92 shall be restricted to file e-form INC-22A unless such a company is under management dispute and the Registrar has record of the same.
Also, it is not practicably possible to file e-form INC 22A if intimation is not made to the Registrar of Companies (“ROC”). for the appointment of Statutory Auditor/ Cost Auditor (if applicable)/ Key Managerial Personnel (KMPs)/Company Secretary (if applicable)/ Chief Financial Officer (CFO) of the company (if applicable).
2. Due Date of Filing e-form INC 22-A
> On or before 25th April 2019 with zero fees.
In case a company fails to file e-Form INC-22A within the time limit, filing of e-Form shall be allowed with a fee of Rs. 10,000 on or after 26th of April, 2019.
3. Companies which are not required to file e-form INC-22A:
> Companies which are struck off;
> Companies under process of strike off;
> Companies which are under liquidation or amalgamated or dissolved.
Consequences of Non-compliance:
> In case a company does not intimate the said particulars, the Company shall be marked as “ACTIVE-non-compliant”on or after 26th April, 2019.
> Further, no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as “ACTIVE-non-compliant”, unless “ e-Form ACTIVE” is filed i.e. –
i) SH-07 (Change in Authorized Capital);
ii) PAS-03 (Change in Paid-up Capital);
iii) DIR-12 (Changes in Director except cessation);
iv) INC-22 (Change in Registered Office);
v) INC-28 (Amalgamation, de-merger)
> Company shall be liable for action under Section 12(9) of the Companies Act 2013 i.e. ROC may initiate action for removal of name from its records
Pre- Requisite/Checklist of the details to be provided in e-Form INC-22A
|1.||Registered office Address with latitude and Longitude.
|The details of the registered office of the Company need to be specified along with the latitude & longitude. The latitude as well as longitude should be taken from reliable source for instance google maps.|
|2.||Photograph of Registered Office||Photograph of Registered Office showing:
|3.||Number of Directors
|The Company should have a duly constituted board.
Before filing this Form, status of DIN of all the Directors should be ‘approved’. Ensure that Form DIR – 3KYC of the directors should have been duly filed prior to filing of the Form INC -22A.
|4.||Maximum Number of Directors are beyond limits prescribed in Companies Act, 2013||If the maximum number of Directors are beyond the limits prescribed in Companies Act, 2013 i.e. more than 15 directors for all companies except Section 8 and Govt. companies then Date of resolution and SRN of MGT-14 is required|
|5.||Details of Statutory Auditors||Ensure that the statutory auditor has been appointed & Form ADT -1 has been duly filed by the Company.|
|6.||Details of Cost Auditor, If applicable||Specify whether company is required to appoint Cost Auditor. If yes, ensure that the cost auditor has been appointed & Form CRA -2 has been duly filed by the Company.|
|7.||Details of the Managing director or Chief Executive Officer (CEO) or Manager or Whole-time Director of the company||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.|
|8.||Details of Company Secretary of the company, if applicable.
|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.|
|9.||Details of the Chief Financial Officer (CFO) of the company, if applicable||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.|
|10.||Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18||Ensure that the financial Statements under section 137 and/or Annual Return under section 92 have been filed by the Company before filing of e-form INC-22A.|
i. E- form INC 22-A is an OTP based form. 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.
ii. Also note that the e-form INC 22-A needs to be digitally signed by one director and one KMP or two directors in case of other than OPC.