CS Meetesh Shiroya

In India, there ate total 11,72,664 Companies are registered till 31st December, 2017. Out of total Private Companies are 10,97,312 and Public Limited Company are 64,869 and Foreign Companies are 3,361 and Other Companies are 7,122. Accordingly, all above Companies need to file the e-Form Active on or before 25th April, 2019. There are so many Companies which are operating only on Paper i.e. Shell Company, to find out the same, Ministry of Corporate affairs introduced the Form, which can be called as e-Form ACTIVE.

The main Purpose of introduction e-Form ACTIVE is to make Corporate Governance more strengthen and to force all Company to comply with the Rules and Regulations as prescribed by Ministry.

→ What is e-Form ACTIVE ?

e-Form ACTIVE means, as per RULE 25A, Active Company Tagging Identities and Verification (Which is filed in Form 22A). Which marked Company as “ACTIVE COMPLIANT”. Which means Company has completed all the Regulatory Compliances.

→ To whom Rule 25A is applicable ?

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.

However, if Company Incorporated after 31st December, 2017, does not required to File e-Form ACTIVE.

→ Is there any Fees Levied on e-Form ACTIVE ?

NO,

If, INC-22A filed on or before 25th April 2019 there is no Fees levied.

→ Which Companies does not Required to File e-Form ACTIVE ?

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.

→ What happen if Company not file e-Form ACTIVE ?

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.

→ What is SUB-SECTION (9) OF SECTION 12 OF THE ACT ?

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) (i.e. If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be LIABLE TO A PENALTY OF ONE THOUSAND RUPEES FOR EVERY DAY during which the default continues but not exceeding one lakh rupees.) INITIATE ACTION FOR THE REMOVAL OF THE NAME OF THE COMPANY FROM THE REGISTER OF COMPANIES under Chapter XVIII.

→ What is the effect, if Company marked as “ACTIVE-non-compliant” ?

Such Company, cannot 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)

This is stringent condition, which may force companies to comply in large numbers.

→ What, if Company Files e-Form ACTIVE, within due date ?

Where a company files “e-Form ACTIVE”, on or before 26th April, 2019, the company shall be MARKED AS “ACTIVE COMPLIANT”, and will be able to file above forms without any regulatory difficulties.

→ If Company has not filed Annual Return are eligible to File e-Form ACTIVE ?

NO

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.

→ What is the due date for filing e-Form ACTIVE ?

For MCA, everything is come with Due-Date and in case of e-Form ACTIVE is on or before 25.04.2019.

→ Is there any chances of Extension of Date for Filing of e-Form ACTIVE ?

As total 11,72,664 Companies need to file e-Form ACTIVE, and as of now, due to some glitches, while Capturing data from MCA portal while fill up the form and it is also our mentality to file the Form when due date are ending due to some reason, and on last few days, due to heavy rush, portal are not supportive, so chances are expected to extend the due date.

But it is always advice to file the form within due date to avoid penalty.

→ What, if Company fails to file e-Form ACTIVE within Due Date ?

This is major obstacle for all Professional, due to non-co-operation from Company, or due to non-responding of Website due to heavy rush on last few days or due to negligence or due to any other reason, there may be chances for delay in Filing of e-Form ACTIVE, in such case Filing of e-Form Active shall be allowed with a fee of Rs. 10,000.

→ In which Case, INC-22A cannot be able to filed ?

◊ When, number of directors is less than the minimum as prescribed under the Companies Act, 2013.

◊ When DIR-3 KYC of Director is not filed.

◊ When the Company does not appoint Key Managerial Personnel, which required to be appointed under Companies Act, 2013.

◊ When Company does not appoint Cost Auditor when it requires to be appoint under the Companies Act, 2013.

◊ When Annual Returns for F.Y. 2017-18 are not filed till date.

→ What are Details Required for filing of Form ?

Two Photo of Registered office along with director, Longitude & Latitude of Registered office, Photographs of registered office one showing external building and other inside office showing at least 1 Director/KMP who has affixed his/her signature on this form.

NOTE :

Photographs must be in PDF format as only PDF attachments are allowed currently.

Other Details

> Latest email id of the company for OTP verification.

> Number of directors with Director Identification Number.

> Details of Statutory Auditors.

> Details of Cost Auditors.

> Details of MD, CEO, Manager, WTD, Details of CFO, Details of Company Secretary, SRN of AOC-4 & MGT-7 filed for FY 2017-2018.

→ Is there any OPT required for Filling e-Form ACTIVE ?

YES,

e-Mail Id is required, if any change in the email ID (other than registered), enter the new valid email ID. After entering the same Click on Send OTP button to send OTP to your email ID.

Please note that OTP can be successfully sent to the email ID against one form, for a maximum of 10 times in one day. OTP shall be valid for a span of 30 minutes. For further chances, you may download a fresh form on the same day or try next day.

PLEASE NOTE THAT THE OTP MUST BE VERIFIED BEFORE YOU TRY TO UPLOAD THE FORM.

→ How to find Latitude & Longitude for filing of e-Form INC -22A ?

In geography, latitude is a geographic coordinate that specifies the north–south position of a point on the Earth’s surface. Latitude is an angle (defined below) which ranges from 0° at the Equator to 90° (North or South) at the poles. Lines of constant latitude, or parallels, run east–west as circles parallel to the equator. Latitude is used together with longitude to specify the precise location of features on the surface of the Earth. On its own, the term latitude should be taken to be the geodetic latitude as defined below. Briefly, geodetic latitude at a point is the angle formed by the vector perpendicular (or normal) to the ellipsoidal surface from that point, and the equatorial plane. Also defined are six auxiliary latitudes which are used in special applications.

As many professional are facing problem in finding Latitude & Longitude, in such case follow the below steps :

> It is advisable to extract the Latitude and Longitude of the Registered Office of the Company by using Google Map.

If your company is Registered on a google map:

Example: Your Company Name

Address : …….

♦ Visit Map Link https://www.google.com/maps/search/

♦ Now Enter Your Company name in Search Box

♦ Right Click on Red Mark/Pin

♦ Now Click on What’s Here ?

♦ You get the Address of Your Locality, and in last you find the same Latitude & Longitude, which denotes like Latitude: 22.2942932, And Longitude: 70.7864338.

Another Method is to visit link open in your browser and find the same as per below…

https://www.google.com/maps/place/………………………./@22.2942932,70.7864338,17z/data=………………………………………………………………………………………………..

HERE

Latitude is provided after name : 22.2942932

And Longitude is provided as : 70.7864338

However, in case of Company is not registered in Google Map, you can also provide details of nearby places (i.e. Another Company in your Area or Your Locality) there is only minor difference, so it will be accepted.

→ Is there any Link between Forms already filed on MCA Portal ?

YES,

  • List of Directors as on date of filing –  DIR -12, MR -1 and DIR-3 KYC
  • Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18 – SRN of AOC-4/ AOC-4 XBRL, SRN of MGT-7
  • Details of Statutory Auditor – ADT-1
  • Cost Auditor, if applicable – CRA-2 for Cost Auditor

→ Details of All Directors are Compulsory ?

YES

System will automatically prefill the number of directors and list of directors based on the no. of active associations of all director roles based on unique DIN after entering CIN of Company.

NOTE

Ensure that company has minimum number of directors as prescribed in the Act that is

1) For One Person Company  —— 1 Director

2) For Private Limited Company   —— 2 Directors (Minimum)

3) For Private Producer Company —— 5 Directors (Minimum)

4) For Public Limited Company —— 3 Directors (Minimum)

Ensure that all associated directors DIN status is in approved status which is not marked for disqualification.

→ Why such Form Introduced by MCA ?

To Identify the Shell Companies operating in India and make Corporate Governance more strengthen by complying with Rules and Regulations as prescribed by Ministry. The e-Form INC 22A-ACTIVE will record details pertaining to the address of the registered office along with Photographs. By such exercise, it will easy to find bogus address of shell companies. This is in continuous efforts to clean up the registry, which result into strengthen Corporate Governance and create a transparent and compliant corporate system. This may be considered as a Red Alert for Shell Companies.

→ What are the Important details required to be fill up in e-Form ACTIVE ?

Address of registered office (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). PHOTOGRAPH SHOWING EXTERNAL BUILDING AND INTERNAL OFFICE OF REGISTERED OFFICE WITH DIRECTOR WHO IS SIGNING THIS FORM. This will be considered as a major requirement for Filing e-Form ACTIVE.

→ Is there any relation between DIR – 3 KYC and e-Form ACTIVE ?

YES,

If DIR-3 KYC form not filed for any director, then company is not able to file Form-22A. So precondition for any Company is to comply for DIR3 KYC. This is right move by MCA to force company to Comply with DIR – 3 KYC for all directors.

PRE-CAUTION NOTE :

Before filing Active Company Tagging Identities and Verification (ACTIVE) eform, please ensure that the DINs of all Directors are in ‘approved’ status and are neither ‘De-activated due to non-filing of DIR-3 KYC’ nor ‘Disqualified u/s 164(2).

→ Any Specific Information required for Professional in e-Form ACTIVE ?

As of now, it requires details of Statutory Auditor, Cost Auditor, Company Secretary, Managing Director or Chief Executive Officer (CEO) or Manager or Whole-time Director of the company, and CFO, whenever applicable, is mandatory. In addition to that, such data will need be correlated with ADT-1, DIR -12, MR -1 and CRA-2 form filed for companies. So pre caution need to be take here by verifying the Previous Form Filed by You.

NOTE

Ensure that company has managing director, or Chief Executive Officer or manager and in their absence, a whole-time director in case company is listed company or public company having a paid-up share capital of ten crore rupees or more.

NOTE

Period To date prefilled shall be on or after 31-03-2019. If not, company need to file ADT-1 before filing INC-22A.

→ Disqualified director is allowed to sign the form ?

Disqualified director is not allowed to sign the form.

→ Whether the Form needs the Certification?

YES

It needs to be certified as follows:

  • One Director and a Practicing Professional in case of OPC
  • One Director and One KMP or 2 Directors and a Practicing Professional in case of Companies other than OPC

→ Is Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18 required ?

YES

SRN of AOC-4 and MGT-7 for FY 2017-18 is mandatory for filing this form. Which is great step to force companies to go for annual filings, if not done yet.

→ Is e-Form ACTIVE required to be signed by Professional ?

e-Form ACTIVE, is mandatorily required to be attested by CA/CS/CMA. Which provide another opportunity to work in tandem with Good Governance and Better Professionalism to Professional.

ADVICE FOR PROFESSIONAL

In addition to above, Professional also need to obtain Simple Declaration cum Engagement Letter from the Respective Company for Filing of e-Fom Active, which is necessary and easy to comply in case of any enquiry is carried out by Ministry in Future.

Relevant Notifications

Title Notification No. Date
MCA notifies late Fees of Rs. 10000 for newly notified e-form ACTIVE G.S.R. 143(E) 21/02/2019
Companies (Incorporation) Amendment Rules, 2019 G.S.R.(E) 21/02/2019

(Author can be reached at meetesh.shiroya@gmail.com)

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