MCA vide its notification dated February 21, 2019, has come up with Companies (Incorporation) Amendment Rules, 2019.
Effective date: February 25, 2019
The rule 25A shall be inserted in the Companies (Incorporation) Rules, 2014 after the rule 25:
Key points under Rule 25A:
1. Every Company
incorporated on or before 31st December, 2017
shall file the particulars of the Company and its registered office
in the e-form ACTIVE (Active Company Tagging Identities and Verification) INC-22A
on or before 04.2019.
Provided that any company whose financial statements or annual return or both under section 137 and section 92 respectively of the Companies Act, 2013 are due for filing with the Registrar of Companies shall be restricted from filing the e-Form ACTIVE unless such Company is under management dispute and Registrar has recorded the same in its register.
It should be noted before filling the e-Form ACTIVE INC-22A, it must be ensured that none of the Directors of the Company is disqualified under section 164(2) of the Companies Act, 2013 and the status of their respective DIN are approved and not deactivated due to non-filing of DIR-3 KYC.
2. Following Companies are not required to file the e-Form ACTIVE INC-22A:
Companies which have been struck off or are under a process of striking off;
Companies undergoing a process of liquidation;
Companies which have been amalgamated or dissolved;
Companies incorporated on or after 01/01/2018.
3. Due Date of filing e-Form ACTIVE: 25th Day of April, 2019
4. Consequences of non-filing:
Company which does not intimate the said particulars within the due date shall be marked as “ACTIVE non-compliant” and shall be liable for action under section 12 (9) of the Companies Act, 2013.
Further, the request for following events or changes shall not be accepted from the Companies who have been marked as “ACTIVE non-compliant” by Registrar unless e-Form ACTIVE INC-22A is filed:
i. SH-07 (change in authorized capital); ii. PAS-03 (change in paid-up capital) iii. DIR-12 (changes in Director except for cessation); iv. INC-22 (change in registered office); v. INC-28 (amalgamation, de-merger).
The Companies marked as “ACTIVE non-compliant” shall be liable for a penalty of 10, 000/- for the filing of e-Form ACTIVE after the due date as notified vide Companies (Registration Offices and Fees) Amendment Rules, 2019.
5. Mandatory details, attachments and information to be entered in the Form:
CIN of the Company which will take pre fill of the name of the Company;
Address of the registered office of the Company (note that a photo of registered office (internal and external) showing at least one Director/KMP therein who has affixed his DSC in the Form shall be attached);
No. of Directors with their name and the status of DIN;
Number of Statutory Auditor appointed with their relevant information (category, name, PAN, Membership No, FRN and period of appointment);
Number of Cost Auditor appointed with their relevant information (category, name, PAN, Membership No, FRN and period of appointment); if required to be appointed;
Latitude and longitude representing the distance area covered the Company horizontally and vertically (Location of registered office on Map);
Details of Company Secretary and KMP, if applicable or appointed;
SRN of Form AOC-4/AOC-4 XBRL, as the case maybe & MGT-7 for the FY 2017-18;
6. OTP Verification: After pre-scrutinising the Form and clicking on the button of SEND OTP, a onetime password will be sent on the registered email id of the Company that is required to be entered in the Form and verification of such OTP can be done thereafter by clicking on VERIFY OTP.
In case the email needs to be changed, any e-form in which the email id can be edited can be filed with the ROC. Once it gets approved, the email id gets automatically updated on the Master Data.
7. Declaration and Certification in the e-Form ACTIVE through affixation of DSC:
In the case of OPC: One Director;
In case of other than OPC: Two Directors or one Director and one KMP;
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