Decoding of MCA e-Form ACTIVE - INC-22A [Company-KYC] By CS Binit Thakur


The government of India Ministry of Corporate Affairs on February 21, 2019, introduced “Active Company Tagging Identities and Verification(ACTIVE).

“COMPANY - KYC”
 
In exercise of the powers conferred by the Sub Section (9) of the Section 12 and sub-section (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government has amended the Companies (Incorporation) Rules, 2014 and Inserted Rule 25A “Active Company Tagging Identities and Verification (ACTIVE) which is effective from 25th February 2019, that states that every company which was incorporated on or before December 31, 2017, shall file the particulars of the Company (brief description of the Company, its Directors details, unique Mail id of the Company…etc) and its registered office, in e-form ACTIVE (INC-22A) on or before 25.04.2019.

This rules also restricted those Companies from filing e-form ACTIVE who has not submitted their due Financial Statements under section 137 of the Companies Act, 2013 i.e. e-form AOC-4/AOC-4 XBRL and Annual Returns under section 92 of the Companies Act, 2013 i.e. e-form MGT-7.

Further, the following companies are under the ambit of the exempt category which shall not be required to file e-form ACTIVE (INC-22A), as recorded in the register:

  1. Companies which have been struck off.
  2. Companies are under the process of striking off.
  3. Companies under the process of liquidation.
  4. Companies which is Amalgamated or Dissolved.
Note: Applicability of the rules is on Dormant Company is still a dilemmatic question.

Consequences of Non-Compliances:

Those Companies who failed to furnish the required documents along with the relevant e-form i.e. e-form ACTIVE with office of the Registrar of Companies within the stipulated time i.e. upto 25.04.2019, 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 the section 12 of the Act.
Subsequently, till the time Non-Compliance will be in continued nature the Ministry “MCA” will not accept the following e-form of the Non-Complied Company. i.e:

  1. SH-07 (Change in Authorised Capital)
  2. PAS-03 (Change in paid-up Capital)
  3. DIR-12 (Change in Directors except for cessation)
  4. INC-22 (Change in Registered Office)
  5. INC-28 (Amalgamation, de-merger)
Fees and Penalties

Time Frame

Fees

Upto – 25.04.2019

NIL

From – 26.04.2019 onwards 

Rs. 10,000/-


Overview of the requirement of the e-form INC-22A

  1. Every Company will require a unique mail id – because it’s an OTP enabled system so MCA will not permit to the duplicity of mail ids.
  2. List of Directors as on the date of filing. (Before filing e-from INC-22A, must check the DIN status of all the Director’s and ensure that the DINs of all Directors are in ‘approved’ status and are neither ‘De-activated due to non-filing of ‘DIR-3 KYC’ nor ‘Disqualified u/s 164(2)’)
  3. Details of Statutory and Cost Auditors. (for this one should check e-form AOC-4, ADT-1, and CRA-2)
  4. Details of Managing Director “MD” / Whole Time Director “WTD” / Manager. (Depending upon case to case)
  5. Details of Company Secretary “CS” and Chief Financial Officer “CFO”. (Depending upon case to case)
  6. Service Request Number “SRN” of forms AOC-4/ AOC-4 XBRL and MGT-7 for F.Y 2017-18. (Those companies who has not submitted their Annual Filing forms will not be able to file e-form INC-22A)
Attachments:

  1. The only mandatory attachment required under this rule is two Photographs.
  2. Photograph of Registered Office showing external building; and
  3. Inside office also showing therein at least one Director/ KMP who has affixed his/her Digital Signature to this form.
  4. Optional: It recommendable to attach certified copies of the following documents to avoid further consequences.
  5. Copy of Trade License
  6. Copy of Utility Bill (Electric Bill / Maintenance Bill/ Telephone Bill)
  7. Copy of Property Tax Bill
Certification of e-form:

The e-form ACTIVE (INC-22A) shall be digitally signed by one Director in case of One Person Company “OPC”; and in case of Companies other than the OPCs.

The same shall be signed by one Director and one KMP “or” two Directors. (Here the notable point is the Companies which is falling under the requirement of section 203 of the Companies Act, 2013, those are mandatorily required to appoint a KMP the e-from should be signed by one Director and one KMP of that Company for good governance).

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