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
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?
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.