Light on Active Form -Everything about Active CompaniesSeries 428


Light on Active Form

FAQ’s on Active Form, Provisions of Active Form, Consequence of non filing


To get status of updated compliances (Detection of Shell Companies) of Companies. MCA has introduced on 21st February, 2019, Companies (Incorporation) Amendment Rules, 2019. These rules shall come into force from 25th February, 2019.  A new Rule 25A inserted after Rule 25. A New Form 22A (e-form Active) Introduced.

In this Flash Editorial author begins by discussion on the provisions of e-form Active (its Applicability, Exemptions, Consequences of Non filing, Details required to file etc.) and FAQ’ s  on e-form Active.


Short Summary:

Every Company incorporated on or before 31st December, 2017 shall file Particular of Company, Directors, KMP’s, Auditors and Registered Office in e-form Active (i.e. e-form 22A) on or before 25.04.2019.

NOTE:
If Company has not filed its due Financial Statement (AOC-4) or Annual Return (MGT-7) or both with ROC. Such Company shall not allowfiling e-form ACTIVE.
Therefore, Companies are required to complete its Annual Filing before filing of e-form Active (i.e. 22A).

   §  Companies which are exempted to file e-form 22A (e-form Active)?

·         Struck off Companies (Whether by ROC or sue motto)
·         Companies under process of Strike off
·         Companies under amalgamation
·         Companies Dissolved

QUICK BITE:


   A.  If a Company obtained status of ‘Dormant’ Whether required to file e-form Active (22a)?

Only above mentioned 4 category Companies are exempted from filing of e-form Active. Therefore, one can opine that yes Dormant Companies are also required to file e-form Active.

Major Question: Many Persons has asked one Question after introduction of e-form 22A i.e.


   B.  Questions:

As per Rule 25A, Every Company required to file this form with ROC till 25.04.2019. If Company fails to file this form then Company barred to file (INC-22, DIR-12, SH-7 or PAS-3).

In such Case whether before 25th April, 2019 and before filing of e-form 22A Company want to do any or all of below mentioned tasks whether Company is allowed to do:

   a.    Change of Registered office of Company
   b.   Increase in Authorized Capital of Company
   c.    Allotment of Shares
   d.   Appointment or Resignation of Directors / KMP

SOLUTION:

As per language of Rules Last date of Filing of Form 22A is 25th April, 2019. Therefore, If Company wants to alter anything in status of Company as mentioned above on or before 25th April, 2019 “it is allowed to do so”.
Restriction on Company shall be applicable after 25th April, 2019 only in case Company fails to file e-form 22A.

   C.  We received questions that, whether LLP or Branch office also required to file e-form 22A?

As per Language of Rule 25A “Every Company”, therefore, one can clearly opine that Only Companies are required to file this Form.
LLP and Branch offices are out of preview of e-form 22A. They don’t require filing this form with ROC.

   D.  If Company incorporated on or after 01st January, 2018. Then whether Companies need to file this form 22A?

As per Amendment Rules, Only companies incorporated on or before 31st December, 2017 are required to file e-form 22A.
Therefore, one can opine that Companies Incorporated on or after 1st January, 2018 not required to file e-form 22A.
   
   E.   If a Place having more than 1 registered office or in other words whether there is any restriction on No. of Registered office on single premises?

As per Companies Act, 2013 nowhere limit of registered office at single premises is prescribed. Therefore, it is very clear that single premises can have any number of registered offices.

   F.   What are information required to mentioned on Board of Company at Registered office?

As per Section 12(3)(a), Every company shall-

§  Paint & Affix its Name (In Language of Locality)
§  Address of Registered Office (In Language of Locality)
§  GSTIN of Company

IMPORTANT NOTE:


   A.  In case of any Company (Private / Public) having paid up share Capital of Rs. 50,000,000/- or more required to appoint Company Secretary. And mandatory need to file form. Otherwise such Company shall not allow filing e-form Active.

  B.   If any director of Company is disqualified. Company required file e-form DIR-12 for their vacation as per Section 167. Otherwise such Company shall not allow filing e-form Active.

   C.  Company has to maintain proper registered office and have to affix proper Board at Registered office by mentioned information as per Section 12.

  D.  Company properly have to appoint CEO, CFO, CS, if Applicable on Company.

  E.   Completion of Annual Filing I.e. AOC-4 / MGT-7 up to date till f.y. ended 31.03.2018 is mandatory. Otherwise such Company shall not allow filing e-form Active.


   G.  What is due date for e-form 22A?
Due date for filling of e-form 22A is 25th April, 2019.


   
   H. Consequences If Company fails to file e-form 22A till 25th April, 2019?

There are two types of consequences:
1.    After 25th April, 2019 if any Company will file e-form 22A. Company have to pay Fees of Rs. 10,000/-.
2.   Status of Company in Master Data shall be changed as “Active- Non Compliant” w.e.f. 26th April, 2019.
3.  Barred of Filing of Forms: Once status of Company changes as ‘Active Non-Compliant” It will be restricted to file following below mentioned forms:
·         Sh-7 (Increase in Authorized Capital)
·         PAS-3 (Allotment of Shares)
·         DIR-12 (Appointment and Resignation of Director (Except Cessation))
·         INC-22 (Change in Registered Office)
·         INC-28 (For purpose of Amalgamation or de-merger)
4.  Action by ROC: Company shall be liable for action under Section 12(9). ROC may remove the name of Company from its record.

   I.   If Company is under Management Dispute due to this not able to file Financial Statement or Annual Return. Whether allowed to file e-form Active.

If there is any management dispute and company has informed the same to ROC. In such case even without completion of Annual Filing (AOC-4 or MGT: 7) Companies are allowed to file e-form ACTIVE.

Features of e-form 22A (ACTIVE)–
I.      Initial Details Required to Mention in e-form 22A:

·         Name and Registered Office of Company
·         Latitude & Longitude of (RO)
·         Mail ID & OTP Verification

   J.   Whether any OTP shall be generate to file e-form 22A.

Whatever email ID or Mobile No. of Company mentioned in e-form 22A shall receive OTP. That OTP is mandatory to file form 22A.

   K.  Address Proof of Registered Office.

Photo of Registered Office
·         Showing external building and
·         Inside Building
·         Inside office also showing therein atleast one director/KMP who has affixed his/her DSC on e-form 22A.

    L.   Details of DIRECTORS required being mention in e-form 22A.

·         Serial No                                             DIN
·         Name of Director                                Status of DIN

NOTE:
Company has to ensure that DIN of Directors are Active. DIN are not De-activated due to non-filing of DIR-3KYC or Disqualified u/s 164(2)

    M. Details of AUDITORS (Statutory / Cost) required being mention in e-form 22A.

       ·         Category                                             PAN
       ·         Name of Auditor/ Firm                         Membership No.
    ·         Period of Account for which appointed

   N. Information about KMP:

    Ø  Details of MD/CEO/ WTD (DIN/ PAN, Name, Designation)
    Ø  Details of Company Secretary
     Ø  Details of CFO

    O. One more important Information:

Ø  SRN of AOC-4 and MGT-7 filed for Financial Year 2017-18
           ​
           We are trying to help CS Students for Training and CS members for job. Therefore, if there is any vacancy in your office or in your knowledge. Please share with us
            following information on our whatsapp no 8130757966

1.                   Detail of Vacancy
2.                   Location
3.                    Email id to share resume.

If any one wants to have check list for Active Companies. Please ping us on our whatsapp no. 8130757966 along with (Name, Profession, and City)

Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). 

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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