The Ministry of Corporate Affairs issued a notification on 21st February, 2019 notifying the amendment of Companies (incorporation) Rules, 2014 with effect from 25th February, 2019 herein called the Companies (Incorporation) Amendment Rules, 2019.Subsequently, a new eForm INC – 22A also known as eForm ACTIVE has been introduced.
The above mentioned amendment and eFrom have been introduced to ensure the active status of the Company. This is achieved by the verification of several disclosures that the Company is required to make while filing the form. Among other things it is a pre-requisite for the Company to ensure the completion of Compliances pertaining to status of Directors, Key Managerial Personnel and Annual Filings.
The disclosures required to be made in the eForm will assist the Registrars to ascertain the authentic operational status of the companies and identify the shell companies inorder to strike them off.
What does it mean?
- All Companies incorporated on or before 31st December, 2017 (Private and Public) have to file e-Form ACTIVE with the online portal of Ministry of Corporate Affairs (MCA)
- Due Date i.e. the last date of filing this form is 15th June, 2019
- The consequence of filing this form on or after 16th June, 2019 is that the company will have to pay a fees of INR 10,000/- If e-form ACTIVE is not filed within the stipulated time period the company will have to face the following repercussions, the Company:
- Will be marked as ACTIVE non-compliant.
- Will not be able to increase its Authorized Share capital.
- Will not be able to increase its paid up capital i.e. it will not be able to complete the requirements for issuance of shares.
- Will not be able to appoint a new Director.
- Will not be able to change its registered Office.
- a) Companies that have been struck off or are under the process of striking off
- b) Companies that are under liquidation
- c) Companies that have been amalgamated or dissolved.
Keep In Mind
It should be kept in mind that e-Form ACTIVE requires certain specific information such as:
- Latitude and Longitude of the Registered Office Address of the Company.
- Status of the DIN of the Directors: Make sure that e-Form DIR 3KYC is filed for all the Directors before filing e-Form ACTIVE and that the status of the Directors’ DIN are “Approved” and are neither “Disqualified due to non-filing of DIR-3 KYC” nor “Disqualified u/s 164(2).
- Service Request Number (SRN) of Forms AOC-4 and MGT-7 for Financial Year 2017-18: Make sure Annual compliance is done for the Financial Year 2017-18 before filing e-Form ACTIVE.
- Details of the Statutory Auditors of the Company Details of the Statutory Auditors of the Company: ensure that the Statutory Auditors have been appointed and Form ADT – 1 has been filed towards the same before filing e-Form ACTIVE.
- Duly appoint Cost Auditor, if applicable.
- Duly appoint Company Secretary, if applicable.
- Duly appoint Chief Financial Officer, if applicable
- Photograph of Registered office showing external building and inside office also showing therein at least one director/KMP who has affixed their Digital Signatures – Make sure requirements under Section 12 of Companies Act 2013with respect to registered Office is done.
Requirement under Section 12 of Companies Act 2013: Every Company shall -
- Paint or affix its name.
- The address of its registered office.
- Keep the same painted or affixed, on the outside of every office or place in which its business is carried on.
- Companies to file eForm ACTIVE on or before 15th June, 2019. If the Form is filed on or after 16th June, 2019 the company will have to pay fees of INR 10,000/-.
- Ensure that Form DIR 3 KYC is filed for all directors prior to filing eForm ACTIVE
- Ensurethat Annual Compliance is complete for FY 2017-18 and Forms AOC 4 & MGT 7 are filed prior to filing eForm ACTIVE.
- Ensure that the compliances pertaining to Statutory Auditors, Cost Auditor, Company Secretary, Managing Director and Chief Operating Officer, as may be applicable are complete.
- Make sure the name and registered office address of the Company is visible outside every office or place where the business is carried on.
- Companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved as recorded in the register are not be required to file e-Form ACTIVE.