FAQ’s E-Form- Active - Updated 28.03.2019

FAQ’s E-Form- Active

Active Company Tagging Identities and Verification



  MCA on 21st February, 2019, came out with draft of 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.


QUICK BITES:

   A.  Whether it is mandatory to show picture of Board containing information as per section 12 in photograph?

As per Section 12(3)(A), Every company must painted or affix following details outside the registered office.

1.     Name of Company (mandatory in local language)
2.    Address of registered office (mandatory in local language)
3.    GSTIN of Company (As per CGST Rule 18)

However, therefore it is mandatory to show picture of Board in the picture to be attached in active form.

  B.  If on the Board of Office details are mentioned in English Language, whether it is proper compliance of Section 12?

As per Section 12(3)(a) “(3) Every company shall—
(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;” 
However, one can opine that it is mandatory to have details in “Local” Language. Details in English language are not a proper compliance of Section 12.

   C.  If a Company having more than one GST No. then whether all the GST no. required to mention outside registered office?

Company has to mention GSTIN take at registered office of Company. If company have not taken GSTIN at registered office address then no need to display same out side the office.

   D.  Whether “Latitude and Longitude” are required to show on Photograph?

As per Active form and rules, it is mandatory to mention Latitude and Longitude in the Form. However, no where it is mentioned that it should show on Photograph. Therefore, Photograph can be without Latitude and Longitude.

   E.   Whether it is mandatory to click photograph from GPS Camera?

As per Active form and rules, no where it is mentioned that picture should take from GPS Camera. However, one can opine that photograph from normal camera shall also work and shall be considered as compliance of law.


    
   F.   Whether it is mandatory to cease disqualified director to file Active Form?

As per Companies Act, 2013 Section 167, disqualified director shall consider as vacant from all the Companies from the date of disqualification.

Therefore, in case there is any disqualified director appearing in master date of Company, Legally he can’t continue as director due to Section 167. All the work done by him during disqualified periods shall be considered as void and he was not allowed to sign any documents as director.

Therefore, one can opine that Company have to First file e-form DIR-12 for cessation of disqualified Director and then company shall be allowed to file e-form ACTIVE.

G.  Whether Company needs to complete annual Filing of Company before filing of ACTIVE Form?

As per provisions of Active Form and rules “If Company has not filed its due Financial Statement (AOC-4) or Annual Return (MGT-7) or both with ROC. Such Company shall not allow filing e-form ACTIVE”

Therefore, Companies are required to complete its Annual Filing before filing of e-form Active (i.e. 22A).

   H. Whether there is any limit that a particular office can have maximum no. of company as registered office?

As per Companies Act, 2013 nowhere it is prescribed that how many Companies can use a property as its registered office.

Therefore, one can opine that an office can be use by multiple companies as Registered office without any restriction.

However, professionals/ directors have to make sure that board of all the Companies as per Section 12 affix outside such registered office.

    I.   Whether Same e-mail ID can be use for more than one Company?

Yes it is no where mentioned under Act that how many company can use one email ID. Therefore one can opine that an email id can be use for multiple Companies.

However, practically if we are using same mail id for multiple companies. Companies are properly receiving the OTP.


   J.   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.

   K.  What is due date for e-form 22A?

Due date for filling of e-form 22A is 15th June, 2019.

    L.   Consequences if Company fails to file e-form 22A till 15th June, 2019?

There are two types of consequences:
1.     After 15th June, 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. 15th June, 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.

   M. 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

  N. 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

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

Whatever email ID of Company mentioned in e-form 22A shall receive OTP. That OTP is mandatory to file form 22A.

    P.  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.

   Q. 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)
   
    T.  One more important Information:

Ø  SRN of AOC-4 and MGT-7 filed for Financial Year 2017-18

   U What shall be compliance, if Company has filed e-form GNL-2 for appointment of Auditor:

Ø  In such case Company have to file e-form ADT-1 one or before 15.06.2019 with NIL Fees. Once Company will file ADT-1, details of Auditor shall be pre-filled in the form Active. 

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




Comments

  1. Well explained and covered all the practical aspects

    ReplyDelete
  2. If company had filed ADT 1 appointing auditor for 5 years (1.4.2017 - 31.3.2022) say on 20.07.2017 and for previous 1 year I.e. for FY ended 31.3.2017 on 27.07.2017.
    Then form for previous year appt becomes latest and that data gets prefill in form inc 22a.

    Will the form will get uploaded or will get prescrutiny error?
    And have file ADT 1 appointing him for 5 years again?

    Auditor is same for both ADT 1.

    ReplyDelete
  3. Query on INC 22A

    Form ADT-1 was filed in GNL-2 in 2014 for appointment for 5 years ... but now when we are trying to prefill form 22A(ACTIVE).. auditors details do not get prefilled and it says please verify.. what can be done in this case? As we cannot enter details manually also

    ReplyDelete
    Replies
    1. We have to wait there will be update in the form.

      Delete
    2. As per MCA you have to raise the ticket with GNL-2 SRN number along with CIN number and they will permit you to mention GNL-2

      Delete
  4. Sir, one of the director has not filed his KYC last year & hence his DIN is De-activated & also not connected with Company as he is out of India from past 1 year, he has sent his resignation letter but other directors do not have his DSC & also not in his connection...NOW HOW TO FILE HIS RESIGNATION FORM AS HIS DIN IS DE-ACTIVATED & HOW TO FILE ACTIVE FORM NOW.

    ReplyDelete
  5. CA P L Surya PrabhaMarch 30, 2019 at 4:40 AM

    In the active form if the share capital is more than 5 cr it needs a full time CS appointment. But for Companies based in rural and with low bussiness no full time CS ia avbl inspite of paper ad. Active form is not progressing. Any recourse? What to do?

    ReplyDelete
  6. You have not mentioned anything regarding filing of ADT-1/ GNL-1 as it is a pre-requisite for filing of e-form Active. Also please throw some light on the appointment of Auditors in case of an OPC.

    ReplyDelete

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