INC-22A: Amendment to the Companies (Incorporation) Rules, 2014 By CS Harshdeep Singh Narula


“BEHIND THE CORPORATE VEIL IS A BITTER TRUTH”
 
Ministry of Corporate Affairs “MCA”, yet again came with the latest amendment, by amending the Companies (Incorporation) Rules, 2014, on December 21, 2019, to curb on the proliferation of shell companies in the nation.

Earlier, in mid 2018, MCA came out with the concept of Director’s KYC wherein all the Directors of the Indian Incorporated companies had to file a form, for performing the basic KYC of its directors and later at the end of 2018, it introduced the amended Companies (Incorporation) Rules, 2014, wherein every company incorporated after the Ordinance 2018, before commencing the business activities and for exercising any borrowing power, have to file with Registrar of Companies “ROC” a declaration within a period of 180 days of incorporation, stating “That the shares had been allotted and the payment has been received in the company’s bank account” along with the proof. Both of the above-mentioned forms have to be certified by a Practicing Professional.

The initiatives took by MCA to curb out the shell companies in the year 2018, were not put to an end in the year 2019. Now MCA will be introducing the latest form in the end of February, 2019, named as “ACTIVE”, wherein all the companies incorporated before December 31, 2017, shall file the particulars of the company and its registered office.
 
PROVISIONS:

Rule 25A:

(1) Every company incorporated on or before the 31, 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 25.04.2019.
 
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 the 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 of a company does not intimate 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 –

  • SH-07 (Change in Authorized Capital);
  • PAS-03 (Change in Paid-up Capital);
  • DIR-12 (Changes in Director except for cessation);
  • INC-22 (Change in Registered Office) and
  • INC-28 (Amalgamation, de-merger)
(2) Where a company files "e-Form ACTIVE", on or after 26th April' 2019, the company shall be marked as "ACTIVE Compliant", on payment of a fee of ten thousand rupees".
 
KNOW ABOUT THE FORM INC-22A
 
In this form following details have to be disclosed:

  1. CIN
  2. Name of the Company
  3. Address of the Registered office
  4. Email ID of the Company
  5. Number of Directors (as on date)
  6. Details of statutory auditors
  7. Details and applicability of cost auditors
  8. Details of company secretary
  9. Details of forms AOC-4 and MGT-4 filed for F.Y 2017-18 
Attachments:

  1. Photograph of registered office address, showing external building and inside the office, also showing therein at least one director/KMP, who has affixed His/Her DSC to this form.
  2. Optional attachments (if any)
POINTS TO BE KEPT IN MIND BEFORE FILING THIS FORM
 
  1. That DIR-3 KYC has been performed for all the directors.
  2. That no director holds the tag of disqualified as per section 164(2).
  3. That annual returns have been duly filed for F.Y 2017-18 and for all previous financial years.
  4. This form will only be certified by a Practicing Company Secretary. 

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