On January 21, 2019, the Ministry of Corporate Affairs ("MCA") notified the Companies (Incorporation) Amendment Rules 2019. Pursuant to this, all companies incorporated on or before December 31, 2017 have to file e-form – ACTIVE (form INC - 22A) by April 25, 2019. The objective is to deter non-compliances and reinforce good governance practices for covered companies.
A brief overview is provided below:
1. Applicability: This applies to all companies, except those which have been struck off or are undergoing the process of striking-off, liquidation, amalgamation or dissolution. Prior to this filing, companies must update their annual filings (financial statements and annual returns) till financial year 2017-18.
2. Form requisites: Key information required in the form include:
- a mobile number and e-mail ID of the company to be verified by One Time Password (OTP)
- valid Director Identification Number of all directors
- statutory auditor's details
- cost auditor's details, if applicable
- details of MD, CEO, manager, whole-time director and CS, if applicable
- Service Request Numbers of e-forms filed for financials and annual return
- latitude and longitude of the registered office
- photographs of registered office showing external and internal space, and the physical presence of the director who will digitally sign the form at the office premises
3. Non-compliance: Failure to file within the timeline will result in
- status of the company in its master data changing to "Active-Non compliant"
- the company being unable to file e-forms for increase in authorized capital, allotment of shares, directors' appointment and resignation (except cessation), shifting of registered office and filing of copy of order for amalgamation or demerger
- the company paying late fee of INR 10,000 at the time of filing the form
- removal of name of the company after physical verification of registered office by the Registrar of Companies, if the default continues
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.