E-form ACTIVE INC-22A “Active Company Tagging Identities and Verification” CA Mohit Bhuteria A.C. Bhuteria & Co. Chartered Accountants 2 India Exchange Place Kolkata – 700001 Mobile :9331026475

The Companies (Incorporation) Amendment Rules, 2019 Notification: NOTIFICATION F. NO. 01/13/2013 CL-V (PT-I) VOL.II, DATED 21-2-2019 Effective date: 25th February, 2019 Amendment: INSERTION OF RULE 25A AND E-FORM ACTIVE (INC-22A)

The Companies (Incorporation) Amendment Rules, 2019 Text of the Amendment: “Rule 25A: Active Company Tagging Identities and Verification (ACTIVE)- Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25.04.2019. Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register: Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved as recorded in the register, shall not be required to file e-Form ACTIVE:

The Companies (Incorporation) Amendment Rules, 2019 Text of the Amendment (contd…): “ Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTIVE-non-compliant” on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act: Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companiesmarked as "ACTIVE-non-compliant", unless " e-Form ACTIVE" is filed - (i) SH-07 (Change in Authorized Capital); (ii) PAS-03 (Change in Paid-up Capital); (iii) DIR-12 (Changes in Director except cessation); (iv) INC-22 (Change m Registered Office); (v) INC-28 (Amalgamation, de-merger)

The Companies (Incorporation) Amendment Rules, 2019 Text of the Amendment: (contd…) “ Where a company files "e-Form ACTIVE", on or after 26th April, 2019, the company shall be marked as "ACTIVE Compliant", on payment of fee of ten thousand rupees".”

The Companies (Incorporation) Amendment Rules, 2019 What is e-form ACTIVE? The Ministry of Corporate Affairs has amended the incorporation rules wherein new e-form INA-22A has been introduced, named, e-form Active Company Tagging Identities and Verification (ACTIVE). This e-form seeks information related to details of auditor, Cost Auditor, Directors, Company Secretary, KMP and SRN details for financial statements filed in AOC-4 and MGT-7 for F.Y. 2018-19. Apart from this one of the most important things mandated in the e-form is attachment of the photograph of registered office showing external building and inside office with at least one director, KMP who is authorized to affix his/her digital signature.

The Companies (Incorporation) Amendment Rules, 2019 Who needs to file e-Form ACTIVE? This new e-form Active is required to be filled on or before 25.04.2019 by all the companies which are incorporated on or before 31.12.2017. Exemptions: struck off companies or companies under the process of striking off or under liquidation or amalgamated or dissolved. Conditions: - Companies which have not filed its due financial statements under section 137 or due annual returns under section 92 or both with the registrar shall be restricted from filing e-form ACTIVE, unless such company is under management dispute and the registrar has recorded the same in its register. - Companies which have not filed DIR-3 KYC under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall be restricted from filing the e-form unless the form is been filed with the ROC.

The Companies (Incorporation) Amendment Rules, 2019 What is the due date of filing the form? It must be filed with the MCA till April 25, 2019 with Zero fee, otherwise company will have to face INR 10,000 penalty for belated filing the form. What are the consequences of non-filing of e-form ACTIVE? If a company fails to file the e-form ACTIVE on or before April 25, 2019 then such company shall be marked as 'ACTIVE- non-compliant' Company. Such company shall not be able to file the following forms with Registrar of Companies unless e-form ACTIVE is filed:   1. SH-07 ( Change in Authorised Capital)   2. PAS-03 (Change in Paid-up Capital)   3. DIR-12 (Change in Director except cessation)   4. INC-22 (Change in Registered Office)   5. INC-28 (Amalgamation, de-merger)

The Companies (Incorporation) Amendment Rules, 2019 What are the pre-requisites for filing the form? E-mail of the Company for OTP Verification; Details of the Statutory Auditor; Details of the Cost Auditor if required to be appointed by the company; Company having paid up capital of Rs. 5cr. will be compulsorily need to appoint a whole time Company Secretary; SRN of e-form AOC-4 and MGT-7 verifying the financial statement and Annual report is been filed with the registrar; Photograph of Registered Office showing external building and inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form; Digital Signature of the Director whose Photograph is used as the attachment in the form; Certification by an practicing professional (CA/CS/CWA) No fees for filing e-form ACTIVE if filed on or before 25th April 2019

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