KYC of Companies in Form ACTIVE by the MCA

The Ministry of Corporate Affairs (MCA) has introduced Companies (Incorporation) Amendment Rules, 2019 vide its Notification dated 21.02.2019 thereby requiring the Companies to file particulars of Company and its registered office in e-Form 'INC-22A' with the Registrar.

Important Aspects of the Notification:

Date of Notification: 21st February, 2019
Effective date of Notification: 25th February, 2019
Applicability on Companies: Companies incorporated on or before 31st December, 2017
Applicable E-Form: INC-22A (Also known as e-Form 'ACTIVE')
DIN Status: Status of DIN of directors must be 'Approved' at the time of filing
Last date of Filing of Form: 25th April, 2019
Fee for filing of Form: NIL
Late fee for filing of E-Form: Rs. 10,000/-
DSC (OPC): One director
DSC (Other than OPC): Two Directors / One Director and One KMP
Applicable Rule: Rule 25A of Companies (Incorporation) Rules, 2014
Certification: Form is to be certified by the Professional

Every Company incorporated on or before 31st December, 2017 shall file the particulars of Company and its registered office in e-Form 'INC-22A' on or before 25th April, 2019 with the Registrar.

Exemptions: The following companies are not required to file e-Form 'INC-22A':

• Company which has been Struck off.
• Companies under the process of Striking off.
• Amalgamated Companies.
• Companies under Liquidation.
• Dissolved Companies.

Note:-

1. Companies will not be allowed to file e-form 'INC-22A', if it has not filed its due Financial Statement under Section 137 or due Annual Return under Section 92 or both with the Registrar.

However, If there is any management dispute going on in the Company and the same has been intimated to Registrar as well, due to which Company is not able to file its due financial statement or Annual Return or both, then such Company is allowed to file e-Form 'INC-22A'.

2. If the Company does not file e-Form 'INC-22A' within the prescribed time limit then the Company will be marked as 'Active-non-Compliant' in its master data.

3. If the Company is marked as 'Active-non-Compliant', then such Company will not be allowed to file the following e-forms:

• SH-07 (Increase in Authorized Capital),
• PAS-3 (Allotment of Shares),
• DIR-12 (Changes in Director except Cessation),
• INC-22 (Change in Registered Office)
• INC-28 (Amalgamation & Demerger)

4. The Company shall be allowed to file above forms and Status of 'Active-non-Compliant' shall get changed to 'Active - Compliant' only when the Company does filing of e-Form 'INC-22A' with the Registrar.

Penal Provisions: Non-filing of e-Form 'INC-22A' shall attract the following penal provisions:

1. Company will be liable for Action under Section 12(9) of the Act i.e. Registrar may remove the name of Company from Register of Companies.
2. The late fees of Rs.10,000/- will be applicable if the filing of e-Form 'INC-22A' is made after the prescribed time limit i.e. after due date 25th April, 2019.

Information to be furnished under e-Form 'INC-22A' are as follows-

• CIN, Name & Address of the registered office of the Company
• Photo of Registered Office showing external building and inside office & also atleast one Director/KMP who is affixing his/her DSC to this e-form.
• Latitude & Longitude of the Registered Office
• Email ID of the Company duly verified by the OTP
• Listing Status of the Company
• Total number of Directors - Name of Director, DIN & Status of DIN
• SRN of e-Form MGT-14, in case of total number of directors exceed the maximum limits
• Details of Statutory Auditor- Name, PAN, Membership No, Appointment period etc.
• Details of Cost Auditor, if any- Name, PAN, Membership No, Appointment period etc.
• Details of MD/CEO/Manager/WTD, if applicable - Name, DIN/PAN and Designation
• Details of Company Secretary, If applicable - Name, PAN and Membership Number
• Details of CFO, if applicable - Name and PAN
• SRN of Form AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18

Mandatory Attachment:

Photograph of Registered Office showing external building and inside office also showing therein atleast one Director/KMP who has affixed his/her Digital Signature to this e-form.

Frequently Asked Questions (FAQs)

What are the Companies required to file e-Form INC-22A with the Registrar?

Companies incorporated on or before 31st December, 2017 shall file e-Form INC-22A with the Registrar of Companies.

Is there any class of Companies which are exempted from filing of e-Form INC-22A?

The following class of Companies are exempted from filling of e-Form INC-22A with the Registrar of Companies:

(a) Company which has been struck off.
(b) Companies under the process of striking off.
(c) Amalgamated Companies.
(d) Companies under Liquidation.
(e) Dissolved Companies.

Is there any class of Companies which are barred from filing of e-Form INC-22A?

Companies, which have not filed its due Financial Statement under Section 137 or due Annual Return under Section 92 or both, with the Registrar for the Financial Year 2017-18, are barred from filing of e-Form INC-22A with the Registrar of Companies.

'On the other side, it may be interpreted that if any Company which has yet not filed its due Financial Statement under Section 137 or due Annual Return under Section 92 or both, with the Registrar for the Financial Year 2017-18, shall first complete its Annual Filing for the Financial Year 2017-18 and then it shall be eligible to make filing of e-Form INC-22A.'

What is last due date for filing of e-Form INC-22A?
Last date for filing of e-Form INC-22A is 25.04.2019.

What fee is payable for filing of e-Form INC-22A?
No fees shall be payable for filing of e-Form INC-22A within due date i.e. 25.04.2019.

Is there any late fee payable for filing of e-form INC-22A after due date i.e. 25.04.2019
Late fee for filing of form INC-22A after due date, i.e. 25.04.2019, shall be Rs. 10,000/-.

What are the implications for non filing of e-Form INC-22A?

1. Company which do not file form INC-22A shall be liable for the followings:

2. Registrar may remove the name of Company from the Register of Companies

3. Company will be marked as Active-non-Compliant' in master data of MCA Portal.

4. Company shall be debarred from filing of following e-Forms:

• SH-07 (Increase in Authorized Capital),
• PAS-3 (Allotment of Shares),
• DIR-12 (Changes in Director except Cessation),
• INC-22 (Change in Registered Office)
• INC-28 (Amalgamation & Demerger)

Can a Company, who has not filed e-Form INC-22A, file e-Form DIR-12 with the Registrar of Companies, for the resignation of a director?

Yes, the Company may file e-Form DIR-12 for the intimation of resignation of director, even the Company has not filed e-Form INC-22A with the Registrar of Companies.

When the status of a Company from 'Active-non-Compliant' shall get changed to the 'Active- Compliant' in its master data available in the MCA Portal?

Post filing of e-Form INC-22A, status of the Company from 'Active-non-Compliant' shall get changed to 'Active-Compliant' in its master data available in the MCA Portal.

Is there any mandatory attachment for filing of Form INC-22A?

Photograph of registered office, showing external building and inside office also showing therein atleast one Director/KMP who has affixed his/her Digital Signature to this e-form, shall be required to be attached in e-Form INC-22A at the time of filing.

Is there any requirement of affixing of DSC by the directors?

• In case of One Person Company, one director is required to affix his/her DSC.
• In case of Company other than One Person Company, either Two Directors OR One Director and One KMP, shall affix their DSC.

Is there any certification required to be made in e-Form INC-22A

It is required to get e-Form INC-22A certified from the professional at the time of filing with the Registrar of Companies.

The author can also be reached at vivarth@svdosar.in

Disclaimer: This Article is solely made by Mr. Vivarth Dosar - Company Secretary at 'SV Dosar & Associates', Company Secretaries, for the general knowledge and educational purpose and not meant for any advertisement at all. This should not be treated as any kind of advice or opinion of the Firm. This Article may be changed, modified or improved at any moment of time without any notice and the Firm is not responsible for any kind of omission or errors whatsoever may occur in this regard.