The Ministry of Corporate Affairs has come up with a stringent move by amending the Companies (Incorporation) Rules, 2014 vides Companies (Incorporation) Amendment Rules, 2019 dated February 21, 2019 and to be made effective from February 25, 2019. The newly inserted Rule 25A is the next real jolt which the Ministry has cast at the companies after a series of serious jolts such as Directors KYC in DIR-3 KYC, declaration regarding significant Beneficial ownership in BEN-1 and filing in BEN-2, Declaration in DPT-3 and is a clear hint that the Ministry is going to come up heavily soon, more specifically on the shell companies. It is in fact taking all possible measures to curb the malpractices that have been carried on for years by striking at the roots of such companies.
In connection with the same please find below a summary of the newly inserted Rule 25A of Companies (Incorporation) Rules, 2014 along with a details of e-Form INC-22A, which is yet to be deployed by the Ministry:
Relevant Rules: Companies (Incorporation) Amendment Rules, 2019
Effective Date: February 25, 2019
Form Name: Active Company Tagging Identities and Verification (ACTIVE).
Purpose of filing: Filing of particulars of the company and its registered office.
Due date of filing: On or before 25th April, 2019
Applicability: Every company incorporated on or before the 31st of December, 2017.
Conditions precedent: Every company should have filed its financial statements under section 137 or annual returns under section 92 or both with the Registrar on the date of filing e-Form-ACTIVE. Every company which has not complied with above 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.
Exemption: (1) Companies which have been struck off or are under process of striking off (2) Companies which are under liquidation (3) amalgamated (4) dissolved, as recorded in the register, shall not be required to file e Form ACTIVE.
Consequences of non-filing:
(1) Where a company does not intimate the said particulars, the Company shall be marked as “ACTlVE-non-compliant” on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act.
“Section 12(9) of the Companies Act, 2013 :
If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he 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), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.” – Inserted by Companies (Amendment) Ordinance, 2019 dated 14.01.2019
(2) Further, such ACTIVE-non compliant companies shall not be in a position to file the following e-forms for registering the details of respective events with Registrar:
(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);
Late filing fees: Where a company files “e-Form ACTIVE”, on or after 26th April’ 2O19, the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.
Details to be filed in e-Form INC 22A (yet to be deployed by MCA):
1. CIN of the Company (Prefil):
2. Name of the company (Prefil):
3. Address of Registered Office:
4. Photo of the Registered Office also showing therein at least one Director(s)/KMP who has affixed his/her Digital Signature to this form is mandatory:
7. Email id of the Company: (OTP Will be sent for verification:
8. Enter OTP for email ID of the Company) : Verify OTP
9. Whether the company is listed:
10. Number of Directors (Prefil):
11. The Maximum number of Directors are beyond on Iimits prescribed in Companies Act 2013 based on resolution dated _________________ SRN of Form No. MGT-14:
12. List of details as on date of filing:
Sr. No., DIN, Name of Director, Status of DIN
[Before filing Active Company Tagging Identities and Verification (ACTIVE) e-form, please ensure that the DINs of all Directors are in approved status and are neither ‘Deactivated due to non-filing of DIR-3 KYC nor Disqualified u/s 164(2)]
13. Details of Statutory Auditor(s):
14. Number of auditor(s) appointed :
15. Category of Auditor, PAN, Name of the auditor/ auditor firm, membership no. of auditor/ auditors’ firm registration number, period of account for which appointed
16. Whether the company is required to appoint cost auditor
17. Number of cost auditor(s) appointed :
18. Category of Auditor, PAN, Membership no. of the cost auditor/ Member representing Cost auditors’ firm/ LLP, Name of the cost auditor or member representing the firm/ LLP, Name of the cost auditor’s firm/LLP, FRN of the Cost Auditor/ Cost Auditors’ s firm/LLP, Financial year to be covered by the cost auditor(s) firm, , period of account for which appointed;
19. Details of the MD/ CEO/ Manager/ WTD of the company:
20. Number of roles, DIN/PAN, Name, Designation
21. Whether the company has Managing Director or CEO;
22. Details of the Company Secretary of the Company, if applicable:
23. PAN, Name, Membership No.
24. Details of the CFO of the Company, if applicable:
25. PAN & Name
26. SRN of AOC-4/ AOC-4 XBRL/ MGT-7 filed during financial year 2017-18
Photograph or 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.
E-Form INC22A to be signed as follows:
In case of OPC: by any one Director
In any other case: by two Directors or by one Director and one KMP.
Disclaimer- The above article is only for knowledge reference and readers are requested to seek expert advisory and not to take actions exclusively on the basis of this article.