In continuance of steps towards better corporate Governance, various measures have been initiated by Government from time to time. One of such measure was DIR 3 KYC (KYC of Directors)  recently. Now a Multipurpose Form INC 22A (Pursuant to Rule 25A of The Companies (Incorporation Rules) 2014 has been introduced by Ministry of Corporate Affairs. The Companies which are registered under Companies Act, 2013 or erstwhile Companies Act, 1956 on or before 31st December, 2017 need to file Form INC 22A. The Intention of the Form is to ascertain existence and availability of a place of Registered Office of the Company for communication of information to companies.

Apart from the above, through this Form, Government intends to ascertain whether the company has complied with  applicable major Provisions of the Companies Act, 2013 and rules made there under from time to time. The Companies which file Form INC 22A shall be treated as ACTIVE (Active company Tagging Identification Number) and those companies fail to file Form on or before 25th April, 2019 shall be treated as ACTIVE – Non Compliant.

The Salient Features and contents of Form INC 22A can be summarized as follows :

1) Latitude and Longitude of Place of Registered Office of the Company to trace the location of place of Registered Office at ease.

2) Valid Email address of the Company so that One Time Password can be ascertained.

3) Whether the Company has filed a Proper ADT 1 Form with respect to appointment of Statutory Auditors of the Company.

4) Details of Directors having valid and approved DIN and to check whether any Director is KYC Non Compliant or a Disqualified Director.

5) The Form also requires about  applicability of appointment of a Cost Auditor within the meaning of Section 148 of the Companies Act, 2013.

6) The Form also insist upon applicability of appointment of Company Secretary where the Paid up Share Capital of the Company exceeds Rupees Five  Crores or more as the case may be.

7) Whether the company has appointed a Chief Financial Officer (CFO) if applicable, provide details of CFO so appointed.

8) Whether the Company has filed Annual Financial Statement and ROC Annual Return as at 31/03/2018 through Prescribed Forms AOC4/MGT7/AOC44XBRL as the case may be.

9) As an attachment to the Form, it is necessary to attach a Photograph a Registered Office showing therein external building and inside office also showing at least one director/KMP who has affixed his/her digital signature to this Form INC 22A.

10) It is also suggested as an Optional attachment to Form INC22A, a declaration from Directors about use of Office premises as a Registered Office of the Company and a No Objection Certificate from the owner of premises stating that he do not have any Objection in using his premises as a place of Registered Office of the Company. Latest Electricity Bill/Telephone Bill mentioning place of Registered Office  can be Proof of Registered Office of the company as an Optional attachment to the Form INC22A.

11) Companies which have been struck off from the records of Registrar of Companies or under process of Striking off, Companies which are under liquidation or companies which are amalgamated or dissolved as per records of Registrar of Companies need not file Form INC 22A.

From the above, it can be concluded that the Government intends to give a message to Companies   and Stakeholders to Comply or Explain. These steps by  Government leads to a System of Transparency and better Corporate Governance which is a need of hour. Various other Forms like MSME1, BEN1, DPT-3 for Deposits, NFRA-1 are likely to be introduced in due course of time in this direction. Various Stakeholders/Companies should view these steps in a Positive manner.

Disclaimer : The Views expressed in this Article are based upon prevailing facts and changes in Law to date and views expressed are purely personal in nature. Readers are advised to seek expert opinion before arriving at a decision.

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June 2021