MCA vide its notification dated 21st February, 2019 amended the Companies (Incorporation) rules 2014 to Companies (Incorporation) Amendment Rule 2019, which came into Force w.e.f. 25th Feb., 2019. Although it has been two months since notification issued, but still there are various perplexities among stakeholders regarding filing of such forms, therefore based on the information available, following FAQs are drafted for simple understanding of Form INC 22A, its applicability, implication and practical problems related to this Form.
Q.1: Which companies are required to file the Form INC-22A ACTIVE?
Every company incorporated on or before 31st December, 2017 except excluded companies shall file form INC- 22A.
Q.2: Which companies are not required to file this form INC-22A (Excluded companies)?
Following Companies are not required to file this Form and can be considered as excluded companies. Companies which
- have been struck off;
- are under process of striking off;
- are under liquidation;
- are amalgamated or dissolved.
Q.3: Which companies are not eligible to file Form INC-22A?
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 not be able to file e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register.
Q.4: What are the statutory fees for filing of Form INC-22A?
There are no statutory fees for filing of Form INC-22A, if filed on or before due date.
Q.5: What is the due date for filing the Form INC-22A and whether this form can be filed after due date?
Every company is required to file form INC-22A (ACTIVE) on or before 25thApril, 2019. The Form can be filed after due date on payment of Rupees Ten Thousands.
Q.6: What are the consequences of non-filing of Form INC-22A?
1. 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.
2. Further no 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)
Q.7: How one can change the status of company from “Active-Non-compliant” to Active on MCA master data after 26th April, 2019?
Company is required to file the form INC-22A on MCA portal and required to pay 10,000/- fees. Upon making payment of the form, status of the company will change to “Active compliant”.
Q.8: What are the documents required to be attached in the Form INC-22A?
- Photograph of the inside office showing therein at least one director/KMP and the same director will affix its DSC on the form.
- Photograph of the external building of registered office showing company name and registered address on the board.
Q.9: What is the information required to be given in Form INC-22A?
Form is created in such a way that every information gets auto filled from the information already available with ROC after doing pre-fill with CIN of company. Further Latitude and longitude of the registered office needs to be filled in the Form manually.
Q.10: is it mandatory to take the photograph with latitude and longitude appearing on photograph itself?
No, it’s not mandatory that in the photograph, latitude and longitude should be appeared. However, it is recommended for better compliance that photograph itself should mention longitude and latitude of place where photograph is taken.
Q.11: is it mandatory for Director to stand along with company’s registered office board in photograph itself?
No, it’s not mentioned anywhere that Director should stand along with registered office board in photograph. Good governance and compliance should be that registered office board should be made in compliance with provisions of companies Act 2013.
Q.12: How to get latitude and longitude in the form?
There are various sources available to get the latitude and longitude i.e. Google MAP, https://www.latlong.net etc. put the location of the registered office of the Company; You will get longitude and latitude of the registered office.
Q.13: Whose Digital Signature Certificate will be affixed on the form INC-22A?
Form to be digitally signed by one Director in case of OPC and by one Director & one KMP or by two Directors in case of other than OPC.
Q.14: In which cases company will not be able to file form INC-22A and what remedy is available with company to file the Form?
In the following cases, company can not file the Form INC 22A:-
1. If DIN of the director is de-activated due to non-filing of DIR-3KYC.
2. If Director is disqualified under Section 167.
3. Annual filing for the financial year 2017-18 is not done
4. Company has not appointed CS if paid up capital is 5 cr. Or more
5. If KMP not appointed as per the requirement of the company
6. If auditor not appointed as per requirement
Company should first get rid of its above-mentioned non-compliance by filing the required form i.e. DIR 3 KYC to activate DIN of Director, Complete the pending annual filing, File ADT-1 for auditors appointment etc.
Q.15: should the registered office name board to be in english and regional language as well and what information should be printed on this name board?
Yes, it is suggested that board containing details of registered office of the Company should be in English and in regional language, as well in line with the provisions of Section 12 of the Companies Act, 2013. According to the provisions of Companies Act, Company’s Name along with Registered office address should be painted on such Board.
Q.16: What should be done in case company has appointed more than maximum number of directors i.e. more than fifteen directors as prescribed in the Companies Act, 2013.
In case company has appointed more than fifteen directors, the Companies are advised to provide SRN of form MGT-14 filed in respect of appointing more than fifteen directors along with resolution date in the form.
Q.17: Is the Company required to appoint the minimum number of directors as prescribed in the Companies Act, 2013 for the purpose of filing this form?
Yes, the minimum prescribed limit of directors i.e. two in case of private company and three in case of public company should not be breached and directors need to appointed first for the purpose of meeting this compliance.
Q.18: Company’s auditors information is not auto filled due filing of Form GNL-2 for appointment of Auditors prior to October 20, 2014, Form ADT-1 was filed as an attachment to Form GNL-2, what should we do now to file INC22A?
based on information available with us, the issue is already considered by ministry and stakeholders are advised to wait till further clarification. It is also suggested to raise ticket as well before ROC for this.
Q.19: Can same email id be used for multiple companies or every company should have separate email id for filing this Form?
There is no restriction mentioned anywhere on using same email id in multiple companies.
Disclaimer:-This material and the information contained herein are intended to provide general information on a particular subject. Before making any decision or taking any action you should consult a qualified professional adviser. Author shall not be responsible for any loss whatsoever sustained by any person who relies on this material.
Author Bio
Sir, I am a member of both CA and CS and my membership no of ICSI has wrongly entered in the INC 22A of my ICAI member.
How can I get the wright no of ICSI in the INC 22A.
SANJIB RANJAN MAITY
Sir,
One private Company have 2 Directors
1. Not filed MGT-7 and AOC-4 for FY: 2017-18
2. One director expired on 17.10.2017 and his DIN deactivated due to non filing of DIR-3KYC and also not has his DSC.
While filing the INC-22A Active Form, showing the above 2 errors.
Due to non filing of INC-22A, we were unable to appoint another director in place of expired director for the purpose of filing of Annual Filings.
Kindly guide me in this regard.
Sir,
I have a query. What are the consequences of non filing of ACTIVE form on the directors of the Company? What will be the impact on directors of the company?
There are some companies in which auditors information is not appearing in the FORM INC-22A as the auditor was appointed by filing GNL-2, now a circular is issued by MCA where we can appoint auditor again upto 31st March, 2019 through e-form and no additional fees will be charged. My question from you is that, we have to take the date of appointment as 30/09/2014 (AGM in 2014) or present date of 2019 and appoint auditor in back date?
IF DIN DEACTIVATED DUE TO NON FILING OF FINANCIAL.,WHERE I WAS ADD.DIRECTOR FOR 5 MONTHS ONLY..IN ANOTHER CO. BOTH DIRECTORS DIN HAVE DEACTIVATED. WHAT WILL BE STATUS OF CO. MY DIN IS 07497918.
PL.ADVICE ME SIR.MOB 93269 34973.//W.APP 98202 65375.THANKS
Dear Balram,
I am so pleased to read your article. You have very well interpreted provisions of the Companies Act unlike others who are unnecessarily asking to put Company name Board containing CIN number, mobile number, email id, GST number etc., and photo of director standing outside office. I am sorry to say that in present scenario, professionals needs to be more analytical before giving any misleading opinion. One has to make compliance of the provisions of law and any other details (not required by law to disclose) is purely optional according to one’s need.
Congratulations and best wishes
Lalit Kothari, FCA, FCS
A Pvt. Ltd. Company appointed Auditor from 2016 to 2021. After the Audit is done for the FY 2016-17 the Company did not ratify his appointment in AGM and appointed a new auditor in AGM. The old auditor has consented the same but did not file ADT-3. The new auditor filed ADT-1 for 2017-18 and accordingly did the audit for the year 2017-18 and filed AOC-4 and MGT -7. Now in INC 22A the name of the old auditor is showing. What is the remedy? What will be the consequences and how the same can be resolved?