FORM 22A (ACTIVE)

ALL ABOUT FORM 22A (ACTIVE)

MCA has introduced on 21^st February, 2019, Companies (Incorporation) Amendment Rules, 2019. These rules shall come into force from 25^thFebruary, 2019.  A new Rule 25A inserted after Rule 25.

A New Form 22A (e-form Active) Introduced.

Purpose:

This is MCA’s new tool to identify active company and non-active company and enforce to vacate the office of disqualified members of Board and complete the pendency of filing to ROC

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.

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. But those companies are under management dispute can file e-form 22A ACTIVE.

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

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.

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 Incorporated after 31^st December, 2017

FAQ

Q.1 If a Company obtained status of ‘Dormant’ whether required to file e-form Active (22a)?

Ans.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.

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.  Appointment or Resignation of Directors / KMP

As per 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 “allowed”.

Restriction on Company shall be applicable on 26th April, 2019 only in case Company fails to file e-form 22A.

Q.2 Whether LLP also required to file e-form 22A?

Ans.As per Language of Rule 25A “Every Company”, therefore, one can clearly opine that Only Companies are required to file this Form.

LLP are notrequired to file e-form 22A. They don’t require filing this form with ROC.

Q.3 What are information required to mentioned on Board of Company at Registered office?

Ans.  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)

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.

Q.3 Consequences If Company fails to file e-form 22A till 25th April, 2019?

Ans.  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.

FEATURES OF E-FORM 22A (ACTIVE)

Initial Details required mentioning in e-form 22A:

1.   Name and Registered Office of Company

2.   Latitude & Longitude of (RO)

3.   Mail ID & OTP Verification

4.   OTP shall be generating to file e-form 22A.

5.   Address Proof of Registered Office.

6.   Photo of Registered Office

7.   Showing external building and

8.   Inside office also showing therein atleast one director/KMP who has affixed his/her DSC on e-form 22A.

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

Name of Director                               

Status of DIN

NOTE:

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

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

Name of Auditor/ Firm                       

Membership No.

3.   Period of Account for which appointed

4.   Information about KMP:

5.   Details of MD/CEO/ WTD (DIN/ PAN, Name, Designation)

6.   Details of Company Secretary

7.   Details of CFO

8.   One more important Information:

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

DISCLAIMER: The information given in this document has been made on the basis of the provisions stated in the Notification. It is based on the analysis and interpretation of applicable laws as on date. Under no circumstances whatsoever, the blogger shall be responsible for any loss, claim, liability, damage(s) resulting from the use, omission or inability to use the information provided in the document. 

Written By

CS Diwakar Agrawal

Mob: +91-9911746549