Ministry of Corporate Affairs in Notification dated 21st February, 2019 notify Companies (Incorporation) Amendment Rules, 2019.
The notification will come in force from 25th February, 2019.
Section 25A has been inserted after Rule 25 in Companies (Incorporation) Rules, 2014 which states following:
Section: 25A
Active Company Tagging Identities and Verification (ACTIVE) (INC-22A).-
(1) Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019.
Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:
Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e-Form ACTIVE:
Provided also that 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 and shall be liable for action under sub-section (9) of section 12 of the Act:
Provided also that 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) 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)
(2) Where a company files “e-Form ACTIVE”, on or after 26th April, 2019, the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.
Key Points to take care:
Applicability:
Every Company incorporated on or before 31.12.2017
Except:
1. Companies who are struck off or under the process of Striking Off.
2. Under liquidation or Amalgamated or dissolved.
Preliminary Requirements for Form INC-22A:
1. Company is required to file its Financial Statements (in Form AOC-4) and Annual Return (In Form MGT-7) for financial year 2017-18.
(Company is required to complete its filing of Financial Statements and Annual Return till 31st March, 2018.)
2. In Form INC-22A: Company is require to affix photograph of its Registered Office and one Director(s)/ KMP who has affixed his/her Digital Signature to this form is mandatory.
3. Company is required to comply with Section 12 (3) of Companies Act, 2013 which states following:
- Company shall paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages.)
4. If Number of Directors are beyond the limit prescribed under Companies Act, 2013 SRN of filing of Form MGT-14 is required to enter.
5. Details of Chief Financial Officer and Company Secretary is mandatory to fill if Company is falling under the criteria specified under Section 203 of Companies Act, 2013.
Consequences of Non-filing of Form INC-22A:
If any Company do not file Form INC-22A before 26th April, 2019 following consequences can be face by Company:
On or after 26th April, 2019:
1. Company will be marked as “ACTIVE NON-COMPLIANT”
2. Company will not able to file any of following Forms:
- SH-07 (Change in Authorized Capital);
- PAS-03 (Change in Paid-up Capital);
- DIR-12 (Changes in Director except cessation);
- INC-22 (Change in Registered Office);
- INC-28 (Amalgamation, de-merger)
- Company is require to pay fees of Rs. 10,000 for filing INC-22A
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