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Active Companies Tagging Identities & Verification

Author: Gaurav Shanker, Managing Partner And Anshika Agarwal, Senior Associate |

Article by Business Law Chamber

The Central Government in exercise of its powers has amended the Companies (Incorporation) Rules, 2014 and on 21st February 2019 introduced the Companies (Incorporation) Amendment Rules 2019 (Amended Rules) that came into force with effect from 25th February 2019. The Amended Rules have been initiated to identify those companies that are registered under the Companies Act but are not performing any business activities. The Amended Rules has inserted a new rule “Active Company Tagging Identities & Verification (ACTIVE)” to the Companies (Incorporation) Rules, 2014, directing every company incorporated on or before 31st December 2017 to file e-form “INC-22A” with zero fees on or before 25th April 2019.

Pre-requisites for filing e-form INC-22A

  • Company should have completed its annual fillings (Form AOC-4 and MGT-7) until financial year 2017-18.
  • Companies with a paid-up capital of INR 5 Crore or more must have a Company Secretary on Board.
  • The status of the DIN allotted to the directors of the company should be active i.e., directors should have filed their DIR-3 KYC.

Effects of non-compliance of Amended Rule

The companies that fail to file e-form INC 22-A within respective due date will be marked as “ACTIVE-non-compliant” on or after April 26, 2019 and shall be liable under the Companies Act 2013. If the company is unable to file e-Form ACTIVE, then, apart from the penalty that will be payable, the following event-based information or changes shall not be accepted unless compliance of Amended Rule is done:

  • SH-7 (Change in Authorised share capital)
  • PAS-3 (Change in Paid-up Capital)
  • DIR-12 (Change in directors other than cessation)
  • INC-22 (Change in Registered Office)
  • INC-28 (Amalgamation and De-merger)

Important details to be kept in mind before filling e-Form ACTIVE

  • Latitude and Longitude of the registered office of the company.
  • Details of the statutory auditor, director, key managerial person (KMP), cost auditors (if any) of the company.
  • The DIN of all the directors is in “approved” status and neither “deactivated” due to non- filing of DIR-3 KYC, nor disqualified u/s 164(2).
  • SRN of annual filing form (Form AOC-4 and MGT-7) for financial year 2017-2018.
  • 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 the e-form.
  • Official email id of the company wherein an OTP (one-time password) will be sent.