Ministry of Corporate affairs after the introduction of Director KYC through e form DIR-3 KYC has decided that KYC of the Registered office of the Company shall be there, accordingly Ministry of Corporate affairs has introduced a concept of ACTIVE (i.e. Active Company Tagging Identities and Verification) to tag the identity of the Company i.e. the Registered office of the Company.
Origin
Ministry of Corporate affairs vide its notification dated 21.02.2019 has introduced the Companies (Incorporation) Amendment Rules, 2019 shall be effective from the 25th Day of February, 2019.
The amendment which came through this rule is introduction of new Rule i.e. Rule 25A in the Companies (lncorporation) Rules, 2014 after Rule 25 and which is reproduced below for the reference:
“25A.
Active Company Tagging Identities and Verification (ACTIVE).-
(1) 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.O4.2O19.
Provided that 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:
Provided further that 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:
Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTlVE-non-compliant” on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act:
Provided also that 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)
(2) Where a company files “e-Form ACTIVE”, on or after 26th April, 2O19, the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.
Interpretation of the above Amendments
Before the introduction of ACTIVE, the government observed that in most of the cases Company fails to maintain the Registered office of the Company as per Section 12 of the Companies Act, 2013 and the location is also not traceable by the government officers when they are ready to visit for the physical verification of the Registered office of the Company.
So in order to curve this situation and to make the process streamline the Ministry has introduced the concept of tagging i.e. ACTIVE tagging of Registered office of the Company and pursuant to this a Director of the Company and one KMP or two directors in case of other than OPC shall declare and certify in form INC – 22A about the identity of the Registered office of the Company and for which they have to attach the Photograph of Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form and the last date for the submission of ACTIVE is 25.04.2019.
Now let us discuss para wise
INC 22A shall not be filed by all companies it shall be filed by only those Companies which has been incorporated on or before the 31.12.2017.
Now the first proviso restrict to file ACTIVE form for those Companies who has not completed its DUE Annual filing under Section 137 or Section 92 of the Companies Act, 2013, So before filing the same Company must ensure that all the due filing shall be completed first and also Company must ensure that the DIN of all the Director must be approved i.e. DIN shall not be either deactivated due to non filing of DIR-3KYC nor disqualified by ROC under Section 164.
The second proviso says that e form ACTIVE shall not be filed by the following Companies;
1. Company which is Strike off;
2. Company which is under process of Strike off;
3. Company which is under liquidation;
4. Company which is amalgamated;
5. Company which is dissolved;
6. Company which is incorporated after the 31.12.2017.
Now the third proviso of Rule 25A gives power to the Registrar of Companies that in case Company fails to file e form ACTIVE, the status of the Company at the initial stage shall be marked as “ACTlVE-non-compliant” and Registrar of Companies has the power to go for the physical verification of the Registered office and if found anything wrong than he has the power to strike off the name of the Company from its Register.
The fourth proviso abstain the Company for the intimation of the following events before the Registrar of Companies i.e. Company will be unable to file the following e forms before the Registrar of Companies if the status of the Company is “ACTlVE-non-compliant” and the forms are:
(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).
However if the status of the Company has been marked as “ACTlVE-non-compliant” than to make the status as “ACTlVE-compliant” Company shall file the e form ACTIVE on or after 26.04.2019 with a penalty of Rs.10,000/-
To ensure the verification of Registered office of the Company, Registrar of Companies has mandated to attach in the mandatory attachment PHOTOGRAPH OF REGISTERED OFFICE SHOWING EXTERNAL BUILDING AND INSIDE OFFICE ALSO SHOWING THEREIN AT LEAST ONE DIRECTOR/ KMP WHO HAS AFFIXED HIS/HER DIGITAL SIGNATURE TO THIS FORM.
However the form INC 22A is available on the portal of the Ministry of Corporate affairs and can also be found through this link http://mca.gov.in/MinistryV2/companyformsdownload.html
CONSEQUENCES FOR NOT FILING E FORM ACTIVE
1. Non filling of form INC 22A allows Registrar of Companies to conduct physical inspection of the Registered office of the Company and also to strike off the name of your Company from its Register.
2. The Company will be debarred for filing of various major e forms like SH-7 and other as discussed previously.
SOME BASIC REQUIRED INFORMATION BEFORE PROCEEDING FOR FILING E FORM ACTIVE
1. Annual filing of the Company shall be duly filed before the Registrar of Companies;
2. If the Company falls under the criteria of appointment of key Managerial Personnel, than Company at first must appoint such KMP;
3. DIN status of all the Directors must be approved;
4. Latitude (N) and Longitude (E) of the Registered office;
5. Unique E-mail id of the Company to verify the OTP;
6. Whether Company falls under the criteria of appointment of cost Auditor;
7. Digital Signature of the Directors must be valid and must be registered with MCA;
8. Two photographs are mandatory required. The first one is photograph of registered office showing external building and second will be inside office also showing therein at least one director/ KMP who has affixed his/her digital signature to this form;
9. Appointment of Practicing Professional i.e. either Company Secretary, Chartered Accountant, Cost Accountant in (whole-time practice).
Accordingly the concept of tagging of Registered office of the Company is an another welcome in ease of doing business and run the business in a more legally and a transparent manner.
In case of any query feel free to ask.
The author will be available at +91-9992693555, 0124-4007548 or mail us at sdeepak.cs@gmail.com.
Disclaimer – This article is for the purpose of information and shall not be treated as solicitation in any manner and for any other purpose whatsoever. It shall not be uses as legal opinion and not to be used for rendering any professional advice
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