MCA on 21st February, 2019, came out with draft of Companies (Incorporation) Amendment Rules, 2019. These rules shall come into force from 25th February, 2019. A new Rule 25A inserted after Rule 25. A New Form 22A (e-form Active) Introduced.
In this Flash Editorial author begins by discussion on the provisions of e-form Active (its Applicability, Exemptions, Consequences of Non filing, Details required to file etc.)
Short Summary:
Every Company incorporated on or before 31st December, 2017 shall file Particular of Company and Registered Office in e-form Active (i.e. e-form 22A) on or before 25.04.2019.
NOTE:
If Company has not filed its due Financial Statement (AOC-4) or Annual Return (MGT-7) or both with ROC. Such Company shall not allow filing e-form ACTIVE.
Therefore, Companies are required to complete its Annual Filing before filing of e-form Active (i.e. 22A).
A. If Company incorporated on or after 01st January, 2018. Then whether Companies need to file this form 22A?
As per Amendment Rules, Only companies incorporated on or before 31st December, 2017 are required to file e-form 22A.
Therefore, one can opine that Companies Incorporated on or after 1st January, 2018 not required to file e-form 22A.
B. What is due date for e-form 22A?
Due date for filling of e-form 22A is 25th April, 2019.
C. Consequences if Company fails to file e-form 22A till 25thApril, 2019?
There are two types of consequences:
1. After 25th April, 2019 if any Company will file e-form 22A. Company have to pay Fees of Rs. 10,000/-.
2. Status of Company in Master Data shall be changed as “Active- Non Compliant” w.e.f. 26th April, 2019.
3. Barred of Filing of Forms:Once status of Company changes as ‘Active Non-Compliant” It will be restricted to file following below mentioned forms:
-
- Sh-7 (Increase in Authorized Capital)
- PAS-3 (Allotment of Shares)
- DIR-12 (Appointment and Resignation of Director (Except Cessation))
- INC-22 (Change in Registered Office)
- INC-28 (For purpose of Amalgamation or de-merger)
4. Action by ROC: Company shall be liable for action under Section 12(9). ROC may remove the name of Company from its record.
D. Companies which are exempted to file e-form 22A (e-form Active)?
- Struck off Companies (Whether by ROC or sue motto)
- Companies under process of Strike off
- Companies under amalgamation
- Companies Dissolved
E. If Company is under Management Dispute due to this not able to file Financial Statement or Annual Return. Whether allowed to file e-form Active.
If there is any management dispute and company has informed the same to ROC. In such case even without completion of Annual Filing (AOC-4 or MGT: 7) Companies are allowed to file e-form ACTIVE.
Features of e-form 22A (ACTIVE)–
I. Initial Details Required to Mention in e-form 22A:
- Name and Registered Office of Company
- Latitude & Longitude of (RO)
- Mail ID & OTP Verification
F. Whether any OTP shall be generate to file e-form 22A.
Whatever email ID or Mobile No. of Company mentioned in e-form 22A shall receive OTP. That OTP is mandatory to file form 22A.
G. Address Proof of Registered Office.
Photo of Registered Office
- Showing external building and
- Inside Building
- Inside office also showing there in atleast one director/KMP who has affixed his/her DSC on e-form 22A.
H. Details of DIRECTORS required being mention in e-form 22A.
|
DIN |
|
Status of DIN |
NOTE:
Company has to ensure that DIN of Directors are Active. DIN are not De-activated due to non-filing of DIR-3KYC or Disqualified u/s 164(2)
I. Details of AUDITORS (Statutory / Cost) required being mention in e-form 22A.
|
PAN |
|
Membership No. |
|
J. Information about KMP:
> Details of MD/CEO/ WTD (DIN/ PAN, Name, Designation)
> Details of Company Secretary
> Details of CFO
K. One more important Information:
SRN of AOC-4 and MGT-7 filed for Financial Year 2017-18
CHECKLIST FOR ACTIVE FORM
| S.NO | Information required |
| 1 | Name of Registered Office of the Company |
| 1.1 | Address of Registered Office of the Company |
| 2 | Latitude & Longitude |
| 3 | 1 Photo Of The Building Of Registered Office Along With The Display Of Company’s Board. |
| 4 | 1 Photo From The Inside Of The Office Showing The Concerned Person (Director, KMP) who affixes digital signature to the form |
| 5 | Mail ID (OTP will be sent and has to be reverted back in 30 minutes) |
| 6 | Details of Director |
| 6.1 | DIN |
| 6.2 | Name & Designation- |
| 7 | Details of Company Secretary |
| 7.1 | PAN- |
| 7.2 | Name |
| 8 | Details Of Statutory & Cost Auditor(Check Applicability) |
| 8.1 | Name and PAN of the auditor |
| 8.2 | Membership & Firm Registration No. |
| 8.3 | Period of Appointment |
| 9 | Details of Chief Financial Officer(Check Applicability) |
| 9.1 | PAN- |
| 9.2 | Name- |
| 10 | Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY-2017-18 |
| 10.1 | SRN OF AOC-4 (FY 17-18) |
| 10.2 | SRN OF MGT-7 (FY 17-18) |
| 11 | To Be Digitally Signed by |
| 11.1 | One Director & One KMP or Two Directors |
| 11.2 | In Case of OPC- One Director |
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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