Form INC 22A - ACTIVE Company Tagging of MCA By CS Shiriti Kumari


Companies (Incorporation) Amendment Rules, 2019 with effect from February 25, 2019
 
  • Applicable Rule or Provision: Rule 25A of Companies (Incorporation) Rules, 2O14
  • Effective date: These rules will come into force with effect from 25th February 2019.
  • These rules may be called the Companies (Incorporation) Amendment Rules, 2019;
  • The form required to file for Companies (Incorporation) Amendment Rules, 2019 is in e- Form ACTIVE (FORM NO. INC.22A).
QUICK LINKS FOR IMPORTANT AMENDMENTS OR RULES:

The Ministry of Corporate Affairs routinely introduces various types of provisions for improving the compliance and enhancing the transparency among the companies. In recent months, MCA has come out with a number of e-forms for the companies with respect to annual compliance and company formation rules. After the DIR 3 KYC drive for every Director, the Ministry of Corporate Affairs has introduced Active Identities and verification in eForm ACTIVE INC-22: A form for Geo-tagging of registered office for every Company.

Once again, MCA has come up with another strong measure to improve compliance by introducing a new Rule 25A under the Companies (Incorporation) Rules, 2014 called unveiled the address validation form.

Under this, a new form has been introduced- the Form INC-22A (ACTIVE) for companies that were incorporated on or before the 31st December 2017.

We are aware of that Directors KYC updation in e-From DIR 3 and strict penalties that followed, now the all the companies required to submit the KYC for their Registered office, company tagging identities and verification in eFORM ACTIVE INC 22A which need to file by 25th April 2019, and to avoid hefty penalty of Rs. 10,000 and penal action by Registrar of Companies.

The companies that complete the following compliance their status on MCA master Data will be reflected as "ACTIVE Compliant".
 
KEY HIGHLIGHT OF AMENDMENT

One of the most important provisions introduced in recent time by MCA. New Forms Introduced at very First Time Form No. INC-22A “ACTIVE” (Active Company Tagging Identities and Verification).

Rule 25A: Active Company Tagging Identities and Verification (ACTIVE) has been inserted:

“25A. Active Company Tagging Identities and Verification (ACTIVE).-(1) Every company incorporated on or before December 31, 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 25.04.2019”
 
WHICH COMPANIES ARE REQUIRED TO FILE ACTIVE?

  • Every company incorporated on or before December 31, 2017, shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) eForm INC-22A.

  • All the companies which got incorporated on or before 31st Dec 2017 which are under ‘Active’ status as on the date of filing shall submit required particulars in e-Form INC-22A on or before 25th April 2019.

  • In case the company does not file eForm INC-22A within the time limit, Filing of eForm shall be allowed with a fee of Rs. 10,000.

LAST DATE FOR FILING IS ON OR BEFORE: 25.04.2019

POINTS TO BE NOTED FOR FILING E-FORM ACTIVE: E-FORM INC-22A

  • Ensure that company has a minimum number of directors as prescribed in the Act [Minimum requirement in case of a private company (other than Producer Company) is 2 directors and for a private producer company is 5 and for a public company is 3 or for an OPC is 1];
  • Before filing Active Company Tagging Identities and Verification (ACTIVE) eform, please 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);
  • 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; Therefore, In case AOC-4/AOC-4 XBRL and MGT-7 is not field for FY 17-18, ensure to file these forms before filing INC-22A;
  • Ensure that company has a managing director, or Chief Executive Officer or manager and in their absence, a whole-time director in case company is listed company or public company having a paid-up share capital of ten crore rupees or more; 
  • Ensure that company has whole time company secretary in case company is listed or public company having a paid-up share capital of ten crore rupees or more or company having paid up share capital of five crore rupees or more;
  • Ensure that company has CFO in case company is listed company or public company having a paid-up share capital of ten crore rupees or more.
WHAT IF ACTIVE NOT FILED ON OR BEFORE THE DUE DATE

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 for cessation);
(iv) INC-22 (Change in Registered Office); and
(v) INC-28 (Amalgamation, de-merger).
 
EXEMPTION TO THIS RULE:

Shall not be required to file e-Form ACTIVE

(i) Companies which have been struck off or
(ii) are under the process of striking off or
(iii) under liquidation or amalgamated or
(iv) dissolved as recorded in the register,

DETAILS OR PARTICULARS REQUIRED FOR DISCLOSURE IN E-FORM INC 22A:

1.

Details of directors/KMP:

a. DIN/PAN

b. Name

c. Membership No. (In case of a Company Secretary)

d. Designation

2.

-Address of the registered office,

(Photo of the Registered Office also showing therein at least one

Director(s)/ KMP who has affixed his/her Digital Signature to this form is mandatory)

-Listed flag

·       Latitude

·       Longitude

Suggestions:

Latitude and Longitude are the units that represent the coordinates at a geographic coordinate system. To make a search, use the name of a place, city, state, or address, or click the location on the map to find long coordinates.

Just like every actual house has its address (which includes the number, the name of the street, city, etc), every single point on the surface of the earth can be specified by the latitude and longitude coordinates. Therefore, by using latitude and longitude we can specify virtually any point on earth. Search at  https://www.google.co.in/maps/@28.4961766,77.0276487,15z (Google MAP)

In our view the Registered office Building Photograph should also cover the registered office Sign Board, mentioning all the particulars, otherwise Section 12(8) of the Companies Act, 2013 had provided for a penalty of Rs. 1,000/- per day (for the period during which default continues), subject to Maximum of Rs. 1,00,000/-, on the Company and every officer, who is in default, for failure in complying with the provision of Section 12 of the Companies Act, 2013.

In this site, you can view the satellite view and you and locate the address of registered office and find the Latitude and Longitude co-ordinate details.

-and the email ID of the company;(should belong to the Company)

Note:

Enter the OTP received on your email ID. (Verification)

Ø  OTP can be successfully sent to the email ID against one form, for a maximum of 10 times in one day.

Ø OTP shall be valid for a span of 30minutes.

Ø For further chances, you may download a fresh form on the same day or try the next day.

3.

Number of directors and list of directors as on date of filing based on the no. of active associations of all director roles based on unique DIN;

Note:

-Ensure that company has a minimum number of directors as prescribed in the Act [Minimum requirement in case of a private company (other than Producer Company) is 2 directors and for a private producer company is 5 and for a public company is 3 or for an OPC is 1]

-Ensure that all associated directors DIN status is in approved status which is not marked for disqualification.

4.

Maximum Number of Directors are beyond limits prescribed in the Companies Act, 2013.

Note:

Details of the date and relevant SRN of MGT-14 in case number of directors prefilled above is more than 15 for all companies except Section 8 and Govt. companies.

5.

·       Ensure that the eForm is digitally signed by one director in case of OPC.

·       In case the company is other than OPC, the form shall be signed by one director and one KMP or two directors.

Note:

A disqualified director is not allowed to sign the form

6.

Details of Statutory Auditor and Cost Accountant (If required to appoint) in a Company. 

a. PAN of Firm/Auditor

b. Name of Firm/ Auditor (Individual/Auditor Firm/LLP)

c. Membership No of Auditor or/and Firms Registration no

d. Period of Account for which appointed

Note:

Period To date prefilled shall be on or after 31-03-2019. If not, the company need to file ADT-1 before filing INC-22A.

Period To date prefilled shall be on or after 31-03-2019. If not, the company need to file CRA-2 before filing INC-22A.

7.

Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18;

8.

Required Professional Certification in eForm that should be digitally signed by a Chartered Accountant/ Cost Accountant or a Company Secretary in whole-time practice.

 
MANDATORY ATTACHMENTS:

  • Photograph of *Registered Office showing external building
  • Photograph of Registered Office showing inside office also showing therein at least one director/ KMPwho has affixed his/her Digital Signature to this form;
  • List of Directors at Present associated with the company;
Note:

*12(3)(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
 
PROCEDURE TO FILE MCA E-FORM INC-22A

  • Login to MCA website mca.gov.in with company credentials.
  • Go to e-form ACTIVE INC22-A and input the required details.
  • Upload the necessary or mandatory Attachments.
  • To be digitally signed by

In the case of OPC

The form shall be digitally signed by one director

IN case the company is other than OPC

The form shall be digitally signed by

·       one director and

·       one KMP or two directors.

 
  • MCA eform INC22-A should also be digitally signed by a Chartered Accountant/ Cost Accountant or a Company Secretary in whole-time practice.
  • Proceedforfiling form ;( The form will be processed in STP mode.)
  • On successful submission of the eForm INC-22A, SRN will be generated and shown to the user which will be used for future correspondence with MCA
  • When an eForm is completely processed by the authority concerned, an acknowledgment of the same, if any is sent to the user in the form of an email to the email id of the company
NON-FILING OF FORM ACTIVE

  1. Where a company files “e-Form ACTIVE”, on or after April 26, 2019, the company shall be marked as “ACTIVE Compliant”, on payment of a fee of ten thousand rupees
“And”

  1. Shall be liable for action under sub-section (9) of section 12 of the Act;
  2. Professional Liability: who certifying the form Shall be liable for action under Section 448 of The Companies Act, 201for wrong certifications if any found at any stage
Note:

Attention is drawn to the provisions of sections 7(5) and 7(6) which, inter-alia, provides that furnishing of any false or incorrect particulars of any information or suppression of any material information shall attract punishment for fraud under section 447. Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement/certificate and punishment for false evidence respectively.


FEES DETAILS:

  • INC-22-A filed on or before 25th April 2019: Zero Fees;
  • Filing for eForm INC-22A where the ACTIVE flag is marked as ‘YES’ i.e., Companies are ‘ACTIVE non-compliant’: 10,000 maximum(inserted by Companies(Registration offices and Fees) Amendment Rules, 2019.)
Note: Time limit (days) for filing with additional: No Limit

CONCLUSION OR CRUX

Utmost care should be taken while filing the e-Form INC-22 A as all the details are easily verifiable with existing data and any mismatch may lead to penal consequences to all Company/Directors/Professionals who certifying form.
 
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