INTRODUCTION:
With the intention to figure out ACTIVE and ACTIVE but non-compliant companies in India and to enhance the trust of stakeholders at large, Ministry of Corporate Affairs (MCA) vide its notification dated 21st February 2019 came up with Companies (Incorporation) Amendment Rules, 2019 which shall come into force with effect from 25th February, 2019.
Under the new rule i.e. 25A, Every Company Incorporated on or before 31st December, 2017 shall file the particulars of Company and its registered office in E-Form No. INC-22A (ACTIVE) on or before 25.04.2019.
APPLICABILITY:
- Every Company incorporated on or before 31st December, 2017 need to File E-Form ACTIVE on or before 25.04.2019.
- Company incorporated after 31st December, 2017 need not to file this form.
RESTRICTIONS ON NON-COMPLIANT COMPANIES:
Following Companies are restricted from filling E Form Active
a) Companies which have not filed its Financial Statements in E-Form AOC-4 or AOC-4 XBRL pursuant to Section 137 of the Companies Act, 2013, or
b) Companies which have not filed its Annual Return in E-form MGT-7 pursuant to Section 97 of the Companies Act, 2013, or
c) Companies which have not complied point a) and b) both.
However, companies which are under Management Dispute and the Concerned Registrar of Companies (ROC) has recorded the same on its register, are eligible to file E-Form Active even if provisions of Section 137 or/and Section 97 is/are not complied.
EXEMPTED COMPANIES:
The following classes of Companies are being exempted from filling E-Form ACTIVE with ROC if recorded in the register of ROC as:
a) Struck Off Companies
b) Companies under the process of Striking off
c) Companies under the process of Liquidation
d) Amalgamated or Dissolved Companies
However, companies which are under the process of Amalgamation or De-Merger or Dissolution cannot take benefit of this exemption.
CONSEQUENCES OF FILING & NON-FILING:
- On successful filling of E-Form ACTIVE the status of Company shall be marked as “ACTIVE Compliant”
- If a company fails to file E-Form ACTIVE on or before 25th April, 2019 the status of Company will change to “ACTIVE – Non-Compliant” on or after 26th April, 2019.
Such ACTIVE – Non-Compliant companies will be restricted to file the following event based information or change intimation forms with the ROC:
a) Change in Authorized Share Capital i.e. E-Form SH-7
b) Change in Paid up Capital i.e. E-Form PAS-3
c) Change in Director except cessation i.e. E-Form DIR-12
d) Change in Registered office i.e. E-Form INC-22
e) Order of Amalgamation/ De- Merger i.e. E-Form INC-28
Further such ACTIVE – Non-Compliant companies shall also be liable for action under sub-section (9) of Section 12 of the Act i.e. the Registrar may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1) of section 12, he may without prejudice to the provisions of sub-section (8) of section 12, initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
STATUTORY FEES:
- Fees payable till 25th April, 2019 – NIL
- Fees payable after 25th April, 2019 – 10,000 (Rupees Ten Thousand)
ACTIVE Non-Compliant Companies willing to obtain the status of “ACTIVE- Compliant” shall be required to file E-Form Active along with payment of fee Rs. 10,000/- only.
PRE-REQUISITES FOR FILING E-FORM ACTIVE:
1. DIN of all the Directors of the Company should be active and not be disqualified due to non-filling of DIR-3 KYC or disqualified under section 164(2).
2. Form MGT-14 SRN in case maximum number of directors are beyond the limit prescribed in Companies Act, 2013 i.e. 15 Directors
3. Valid Email id of the Company for OTP
4. Latitude and Longitude of Registered office address
5. Details of statutory Auditor(s) of the Company as per ADT-1 duly filed
6. Details of cost Auditor of the Company, if any
7. Details of Managing Director or Chief Executive officer (CEO) or Manager or Whole Time Director of the Company – DIN /PAN, Name, Designation
8. Details of Company Secretary of the Company, if any – PAN, Name, Membership No
9. Details of Chief Financial Officer of the Company, if any – PAN, Name
10. SRN of AOC-4/AOC-4 XBRL and MGT-7 filed for the Financial Year 2017-18
11. Photograph of Registered Office showing external building and inside office and also showing therein at least one Director/KMP who will be affixing his/her Digital Signature in E-Form ACTIVE
VERIFICATION AND CERTIFICATION OF THE FORM:
The E-form shall be verified and digitally signed as given below:
- By One Director in case of OPC.
- By One Director and One KMP or by Two Director in all other cases.
Further the E Form is required to be certified by the practicing professional.
Weblink of MCA notification is given below:
| Title | Notification No. | Date |
| MCA notifies late Fees of Rs. 10000 for newly notified e-form ACTIVE | G.S.R. 143(E) | 21/02/2019 |
| Companies (Incorporation) Amendment Rules, 2019 | G.S.R.(E) | 21/02/2019 |
Email: cs.agcindia@gmail.com
Disclaimer: Above content is for general information purpose only. It is not intended to constitute any legal advice or seek to be the complete and comprehensive statement of the law, nor it is intended to address your specific requirements or provide advice on which reliance should be placed.
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