ACTIVE INC 22A: Companies (Incorporation) Amendment Rules, 2019 By CS Rahul Harsh


Background: With intent to e-verify the presence of registered offices of the Companies the MCA has come up with an amendment to the Companies Act, 2013.

The MCA vide its Notification dated 21.02.2019, inserted a new Rule, i.e. Rule 25A after Rule 25 in the Companies (Incorporation) Rule, 2014.

The new rule desires that the Companies must provide details to confirm the Geographical Presence of their registered office.

EFFECTIVE DATE: The Rule shall come into force with effect from 25.02.2019

APPLICABLE TO: All the Companies Incorporated on or before 31.12.2017

Eform Involved: E Form Active – INC 22A

Filing Due Date: 25.04.2019

Filing Fees before due date: NO FEES if the form is filed within due date.

Filing Fees After due date: Rs. 10,000 as provided by Companies (Registration Offices and Fees) Amendment Rules, 2019.

Exempted Companies: The following companies are exempted from filing the form INC 22A

(a) Companies which have been struck off
(b) Company under the process of striking off
(c) Company under liquidation
(d) amalgamated or dissolved.
 
Companies Not Allowed to file the Eform INC 22A:

  1. which has not filed its due financial statements under section 137 (AOC-4)or
  2. not filed annual returns under section 92 (MGT-7) or
  3. both with the Registrar
The exception to this rule:

The Company may be allowed by ROC if such company is under management Dispute and the Registrar has recorded the same on the registrar.

Requirements while filing the form:
 
  1. Latitude & Longitude Details of the Location of Registered Office
  2. Email ID of the Company to which an OTP shall be sent by MCA and the same is also to be filled in the form.
  3. Basic Details of the current Statutory Auditors of the Company.
  4. Basic Details of the current Cost Auditors of the Company.
  5. Basic Details of Managing director of the Company.
  6. Basic Details of Company Secretary of the Company.
  7. Basic Details of Chief Financial Officer of the Company.
  8. SRN details AOC-4, AOC-4 XBRL, & MGT-7 filed for FY 2017-18.
  9. List of Directors of the Company. Note that DIN of All directors should be in Active mode with MCA. Check form DIR 3 KYC has been filed or not before hand.
Documents required to be attached with INC 22A:

Photograph of the registered office address showing the Inside and Outside Building showing therein Photo of at least one Director / KMP who is affixing his or her Signature on the Form.
 
EForm to be digitally signed by:

DIRECTOR / MANAGER / CS / CEO / CFO of the Company.

Certification of the EForm by professionals:

CS/CA/CWA in Practice are required to certify the Eform.
 
Consequences of late / Non Filing

  • Filing Fee of Rs. 10,000/- if filed after 25/04/2019.
  • Marking of the status of the Company as “Active – Non-Compliant” in MCA Master Data.
Further, the Company shall not be allowed to file following eforms after the due date:

  • SH-7
  • PAS-3
  • DIR-12 (except cessation)
  • INC-22
  • INC-28 (for amalgamation /demerger

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