MCA Notifies amendment in Companies (Incorporation) Rules, 2014
Ministry of Corporate Affairs (MCA) had on 21st February, 2019 Notified the Companies (Incorporation) Amendment Rules, 2019 in which Rule 25A is inserted, which will be effective from 25th February 2019. This newly inserted Rule 25A mandated as follow:
Rule 25A: ACTIVE , which means Active Company Tagging Identities and Verification.
Every company incorporated on or before 31st December 2017 to file the e-form ACTIVE (which is e-Form 22A) which gives particulars of the Company and its Registered Office . The purpose of such e- Form is to update the KYC of a company. This form is required to be filed once only and not every year.
Filing of e-Form ACTIVE which is e-Form 22A is not required to be filed by following companies-
(a) which have been struck off ; or
(b) are under process of striking off; or
(c) are under liquidation ;or
(d) are amalgamated; or
(e) are dissolved
And are recorded as such in the Register maintained by the Registrar of Companies.
Unable to file
Any company which has not filed with the Registrar of Companies “;
(a) its due financial statements under Section 137 of the Companies Act, 2013; or
(b) its due annual returns under Section 92 of the Companies Act, 2013; or
(c) both (a) and (b) above,
Unless such Company is under management dispute and the Registrar has recorded the same on the register.
Due Date of filing :
E-Form INC-22A need to be filed on or before 25th April, 2019.
Filing Fees :
(a) If e- Form INC-22A filed before 25th April, 2019 then the same will be filed with no fees ;
(b) If e-Form INC -22A is filed after 26th April, 2019 then the same will be field with fees of 10,000/-
Approval of e-Form INC 22
The e-Form INC 22A will be processed in Straight Through Process (STP)
Implication of non-filing of e-Form 22A
If a Company does not intimate Registrar by filing e-form INC 22A:
(a) the company shall be marked as “ACTIVE- non-compliant” on or after 26th April, 2019, and
(b) shall also be liable for action under sub- section (9) of section 12 of the Companies Act, 2013, which reads that if the Registrar of Companies has reasonable cause to believe that the company is not carrying on any business or operation he may cause a physical verification of the Registered Office of the Company in such manner as may be prescribed and
(c) if any default is found to be made in complying with the requirement of section 12(1) of the Companies Act, 2013 ( intimation of registered office) he may without prejudice to the provisions of levying of penalty under section 12(8) (which is to the company and every officer in default to pay penalty of Rs.1000/- for every day during which the default continues but not exceeding Rs.1 Lac) initiate action for the removal of name of the company from the Register of Companies under chapter XVIII and
(d) the following e-forms ( event based or changes) shall not be recorded by the Registrar till e-Form 22A is filed by such company:
(a) For One Person Company ———– 1 Director
(b) For Private Limited Company ——-2 Directors
(c) For Private Producer Company ——5 Directors
(d) For Public Limited Company ——– 3 Directors
Mandatory attachment to e-Form INC-22A:
(i) Photograph of Registered Office showing external building and
(ii) Photograph of Registered Office from inside and
(iii) Both above showing therein at least one director/Key Managerial personnel (KMP)
who has affixed his/her Digital Signature to e-Form INC 22A.
e-Form INC 22A to be digitally signed
e-Form INC 22A to be digitally signed by one director in case of OPC and In case company is other than OPC, the same need to be signed by one director and one KMP or two directors.
Declaration and verification
In e-Form INC 22A any one Director or Manager or CFO or CEO or Company Secretary gives
(a) declaration stating that he/ she hereby declare that the Registered Office of the company is situated in the address mentioned in e-Form INC 22A and the details of Director, KMP, Auditors are presently associated with the company are correct;
(b) confirmation and verification that the particulars given in the e-Form INC 22A are true and are in agreement with the documents maintained by the Company.
Certification of e-Form INC 22A
E- Form INC-22A is required to be certified by Chartered Accountant or Cost Accountant or by Company Secretary in whole time practice. The certifying professional need to certify that he shall keep a copy of e-Form INC 22A and attachments thereto, in his record for further reference.
MCA has come up with this new e-Form INC 22A to resolve various issues like vanishing companies to defraud the investors, authorities etc, incorrect address of Registered Office due to which unable to send Notices, use of inactive companies during demonetization period.