e-Form ACTIVE : ACTIVE COMPANY
TAGGING IDENTITIES AND VERIFICATION (ACTIVE)
In India, there ate
total 11,72,664 Companies are registered till 31st December, 2017.
Out of total Private Companies are 10,97,312 and Public Limited Company are
64,869 and Foreign Companies are 3,361 and Other Companies are 7,122. Accordingly,
all above Companies need to file the e-Form Active on or before 25th
April, 2019. There are so many Companies which are operating only on Paper i.e.
Shell Company, to find out the same, Ministry of Corporate affairs introduced
the Form, which can be called as e-Form
ACTIVE.
The main Purpose of
introduction e-Form ACTIVE is to make Corporate Governance more strengthen and
to force all Company to comply with the Rules and Regulations as prescribed by
Ministry.
à What is
e-Form ACTIVE ?
e-Form ACTIVE means, as
per RULE 25A, Active Company Tagging Identities and Verification (Which is
filed in Form 22A). Which marked Company as “ACTIVE COMPLIANT”. Which means
Company has completed all the Regulatory Compliances.
à To whom Rule
25A is applicable ?
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.
However, if Company
Incorporated after 31st December, 2017, does not required to File
e-Form ACTIVE.
à Is there any
Fees Levied on e-Form ACTIVE ?
NO,
If, INC-22A filed on or before 25th April 2019 there is no Fees
levied.
à Which
Companies does not Required to File e-Form ACTIVE ?
Companies which have
been
Ø struck off or
Ø are under process of striking
off or
Ø under liquidation or
Ø amalgamated or
Ø dissolved
as recorded in the register, shall not be required to file
e-Form ACTIVE.
à What happen
if Company not file e-Form ACTIVE ?
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.
à What is
SUB-SECTION (9) OF SECTION 12 OF THE ACT ?
If the Registrar has
reasonable cause to believe that the company is not carrying on any business or
operations, he may cause a physical verification of the registered office of
the company in such manner as may be prescribed and if any default is found to
be made in complying with the requirements of sub-section (1), he may without
prejudice to the provisions of sub-section (8) (i.e. If any default is made in
complying with the requirements of this section, the company and every officer
who is in default shall be LIABLE TO A PENALTY OF ONE
THOUSAND RUPEES FOR EVERY DAY during which the default continues but not exceeding one lakh
rupees.) INITIATE ACTION FOR THE REMOVAL OF THE NAME OF THE COMPANY FROM
THE REGISTER OF COMPANIES
under Chapter XVIII.
à What is the
effect, if Company marked as “ACTIVE-non-compliant” ?
Such Company, cannot
request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked 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 in
Registered Office);
(v) INC-28
(Amalgamation, de-merger)
This is stringent
condition, which may force companies to comply in large numbers.
à What, if
Company Files e-Form ACTIVE, within due date ?
Where a company files
“e-Form ACTIVE”, on or before 26th April, 2019, the company shall be MARKED
AS “ACTIVE COMPLIANT”, and will be able to file above forms without any
regulatory difficulties.
à If Company
has not filed Annual Return are eligible to File e-Form ACTIVE ?
NO
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.
à What is the
due date for filing e-Form ACTIVE ?
For MCA, everything is
come with Due-Date and in case of e-Form ACTIVE is on or before 25.04.2019.
à Is there any
chances of Extension of Date for Filing of e-Form ACTIVE ?
As total 11,72,664
Companies need to file e-Form ACTIVE, and as of now, due to some glitches,
while Capturing data from MCA portal while fill up the form and it is also our
mentality to file the Form when due date are ending due to some reason, and on
last few days, due to heavy rush, portal are not supportive, so chances are
expected to extend the due date.
But it is always advice to file the form within due date to
avoid penalty.
à What, if
Company fails to file e-Form ACTIVE within Due Date ?
This is major obstacle
for all Professional, due to non-co-operation from Company, or due to non-responding
of Website due to heavy rush on last few days or due to negligence or due to
any other reason, there may be chances for delay in Filing of e-Form ACTIVE, in
such case Filing of e-Form Active shall be allowed with a fee of Rs.
10,000.
à In which
Case, INC-22A cannot be able to filed ?
à When, number of
directors is less than the minimum as prescribed under the Companies Act, 2013.
à When DIR-3 KYC of Director is
not filed.
à When the Company does not
appoint Key Managerial Personnel, which required to be appointed under
Companies Act, 2013.
à When Company does not appoint Cost
Auditor when it requires to be appoint under the Companies Act, 2013.
à When Annual Returns for F.Y.
2017-18 are not filed till date.
à What are Details
Required for filing of Form ?
Two Photo of Registered office along with director, Longitude
& Latitude of Registered office, Photographs of registered office one
showing external building and other inside office showing at least 1
Director/KMP who has affixed his/her signature on this form.
NOTE :
Photographs must be in
PDF format as only PDF attachments are allowed currently.
Other
Details
Ø
Latest email id of the company for OTP verification.
Ø
Number of directors with Director Identification Number.
Ø
Details of Statutory Auditors.
Ø
Details of Cost Auditors.
Ø
Details of MD, CEO, Manager, WTD, Details of CFO, Details of
Company Secretary, SRN of AOC-4 & MGT-7 filed for FY 2017-2018.
à Is there any
OPT required for Filling e-Form ACTIVE ?
YES,
e-Mail Id is required, if any change in the email ID (other than
registered), enter the new valid email ID. After entering the same Click on
Send OTP button to send OTP to your email ID.
Please note that OTP can
be successfully sent to the email ID against one form, for a maximum of 10 times in one day. OTP shall be valid for a span of 30 minutes. For further chances, you may download a fresh form on the
same day or try next day.
PLEASE NOTE THAT THE OTP MUST BE VERIFIED BEFORE YOU TRY TO
UPLOAD THE FORM.
à How to find
Latitude & Longitude for filing of e-Form INC -22A ?
In geography, latitude is a geographic coordinate that specifies the north–south position of a point on the
Earth's surface. Latitude is an angle (defined below) which ranges from 0° at
the Equator to
90° (North or South) at the poles. Lines of constant latitude, or parallels,
run east–west as circles parallel to the equator. Latitude is used together
with longitude
to specify the precise location of features on the surface of the Earth. On its
own, the term latitude should be taken to be the geodetic latitude as defined
below. Briefly, geodetic latitude at a point is the angle formed by the vector
perpendicular (or normal)
to the ellipsoidal surface from that point, and the equatorial plane. Also
defined are six auxiliary latitudes which are used in special applications.
As many professional are facing problem in
finding Latitude
& Longitude, in such case follow the below steps :
Ø It is advisable to extract the
Latitude and Longitude of the Registered Office of the Company by using Google
Map.
If your company is Registered on a
google map:
Example: Your
Company Name
Address
: …….
v
Now Enter Your Company name in
Search Box
v
Right Click on Red Mark/Pin
v Now Click on What’s Here ?
v
You get the Address of Your
Locality, and in last you find the same Latitude & Longitude, which denotes
like Latitude: 22.2942932, And Longitude: 70.7864338.
Another Method is to
visit link open in your browser and find the same as
per below…
HERE
Latitude is provided after name : 22.2942932
And Longitude is provided as : 70.7864338
However, in case of Company is not registered in Google
Map, you can also provide
details of nearby places (i.e. Another Company in your Area or Your Locality)
there is only minor difference, so it will be accepted.
à Is there any
Link between Forms already filed on MCA Portal ?
YES,
·
List of Directors as on date of filing - DIR -12, MR -1 and DIR-3 KYC
·
Details of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18 - SRN of AOC-4/ AOC-4 XBRL, SRN of
MGT-7
·
Details of Statutory Auditor - ADT-1
·
Cost Auditor, if applicable - CRA-2 for Cost Auditor
à Details of
All Directors are Compulsory ?
YES
System will
automatically prefill the number of directors and list of directors based on
the no. of active associations of all director roles based on unique DIN after
entering CIN of Company.
NOTE
Ensure that company has minimum number of directors as
prescribed in the Act that is
1) For One Person Company —— 1 Director
2) For Private Limited Company —— 2 Directors (Minimum)
3) For Private Producer Company —— 5 Directors (Minimum)
4) For Public Limited Company —— 3 Directors (Minimum)
Ensure that all associated directors DIN status is in approved
status which is not marked for disqualification.
à Why such
Form Introduced by MCA ?
To Identify the Shell
Companies operating in India and make Corporate Governance more strengthen by
complying with Rules and Regulations as prescribed by Ministry. The e-Form INC
22A-ACTIVE will record details pertaining to the address of the registered
office along with Photographs. By such exercise, it will easy to find bogus
address of shell companies. This is in continuous efforts to clean up the
registry, which result into strengthen Corporate Governance and create a
transparent and compliant corporate system. This may be considered as a Red
Alert for Shell Companies.
à What are the
Important details required to be fill up in e-Form ACTIVE ?
Address of registered
office (Photo of the Registered Office also showing therein at least one Director(s)/
KMP who has affixed his/her Digital Signature to this form is mandatory). PHOTOGRAPH
SHOWING EXTERNAL BUILDING AND INTERNAL OFFICE OF REGISTERED OFFICE WITH
DIRECTOR WHO IS SIGNING THIS FORM.
This will be considered as a major requirement for
Filing e-Form ACTIVE.
à Is there any
relation between DIR – 3 KYC and e-Form ACTIVE ?
YES,
If DIR-3 KYC form not filed for any director, then company
is not able to file Form-22A. So precondition
for any Company is to comply for DIR3 KYC. This is right move by MCA to
force company to Comply with DIR – 3 KYC for all directors.
PRE-CAUTION NOTE :
Before filing Active
Company Tagging Identities and Verification (ACTIVE) eform, please ensure that
the DINs of all Directors are in 'approved' status and are neither
'De-activated due to non-filing of DIR-3 KYC' nor 'Disqualified u/s 164(2).
à
Any Specific Information required for
Professional in e-Form ACTIVE ?
As of now, it requires
details of Statutory Auditor, Cost Auditor, Company Secretary, Managing Director
or Chief Executive Officer (CEO) or Manager or Whole-time Director of the
company, and CFO, whenever applicable, is mandatory. In addition to that, such data will need be correlated with ADT-1, DIR -12, MR -1 and CRA-2
form filed for companies. So pre caution need to be take here by
verifying the Previous Form Filed by You.
NOTE
Ensure that company
has managing director, or Chief Executive Officer or manager and in their absence,
a whole-time director in case company is listed company or public company
having a paid-up share capital of ten crore rupees or more.
NOTE
Period To date
prefilled shall be on or after 31-03-2019. If not, company need to file ADT-1
before filing INC-22A.
à Disqualified
director is allowed to sign the form ?
Disqualified director is
not allowed to sign the form.
à Whether the
Form needs the Certification?
YES
It
needs to be certified as follows:
·
One Director and a Practicing Professional in case of OPC
·
One Director and One KMP or 2 Directors and a Practicing
Professional in case of Companies other than OPC
à Is Details
of forms AOC-4/AOC-4 XBRL and MGT-7 filed for FY 2017-18 required?
YES
SRN of AOC-4 and MGT-7
for FY 2017-18 is mandatory for filing
this form. Which is great step to force companies to go for annual filings, if
not done yet.
à Is e-Form
ACTIVE required to be signed by Professional ?
e-Form ACTIVE, is mandatorily
required to be attested by CA/CS/CMA. Which provide another opportunity to work in tandem with Good
Governance and Better Professionalism to Professional.
ADVICE FOR PROFESSIONAL
In addition to above,
Professional also need to obtain Simple Declaration cum Engagement Letter from
the Respective Company for Filing of e-Fom Active, which is necessary and easy
to comply in case of any enquiry is carried out by Ministry in Future.
ADVICE FOR PROFESSIONAL TO OBTAIN DECLARATION FOR ENGAGEMENT
FOR CERTIFICATION OF e-Form Active
Date
: ………………
To
(Name of
Professional)
(Firm Name)
Practicing
Company Secretary/Charted Accountant/Cost Accountant,
COP No.
Address:
City :
State :
Subject: Engagement for
certification e-forms ACTIVE pursuant to Rule 25A of the Companies
(Incorporation) Rules, 2019
Ref: _______________________PRIVATE LIMITED/LIMITED
CIN : ______________________________________
Dear Sir/Mam,
As per Rule 25A of the
Companies (Incorporation) Rules, 2019, every company need to file e-forms
ACTIVE, in this connection with engaging your services for the purpose of your
certification/ verification of e-Form ACTIVE under the provisions of Companies
Act, 2013 and subsequent upload on MCA Portal.
With reference to various provisions
of the Companies Act, 2013 read with relevant rules and any other provisions as
applicable in laws, I __________________, duly authorized director by the
Board, herby engage with you for certification of e-form ACTIVE and
verification of details mentioned in the form.
Kindly, Consider the below
detail information/ document as required by your good self to verify details
required for filing in e-form ACTIVE:
1)
GENERAL INFORMATION ABOUT
COMPANY
|
Sr. No.
|
Particulars
|
|
|
1
|
Email Id. of the
Company
|
|
|
2
|
Registered office
Address of the Company
|
|
|
3
|
Latitude
|
|
|
4
|
Longitude
|
|
|
5
|
Two colour photographs
of the Company with Director (in pdf format)
|
(As per below attachment)
|
2)
LIST OF DIRECTORS AS ON DATE OF FILING
|
Sr. No.
|
Name of Director
|
DIN
|
Status of DIN
|
Photograph
|
Signature of Director
|
|
1
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
3
|
|
|
|
|
|
3)
DETAILS OF STATUTORY AUDITOR(S)
|
Sr. No.
|
Name of Auditor
|
Category of Auditor
|
PAN of Auditor
|
Membership Number
|
Period of account
|
|
1
|
|
Individual
Or
Auditor's Firm
|
|
|
|
4)
NUMBER OF COST AUDITOR (WHENEVER APPLICABLE)
|
Sr. No
|
Name of Auditor
|
Category of Auditor
|
PAN of Auditor
|
Membership Number
|
Name of the cost auditor or
member representing the firm/LLP
|
Firm Registration Number
|
Financial year
|
|
1
|
|
Individual
Or
Partnership Firm
Or
Limited Liability Partnership
|
|
|
|
|
|
5)
DETAILS OF THE MANAGING DIRECTOR OR CHIEF EXECUTIVE
OFFICER (CEO) OR MANAGER OR WHOLE-TIME DIRECTOR OF THE COMPANY
|
Sr. No
|
Name of Director
|
DIN/PAN
|
Designation
|
|
1
|
|
|
|
6)
DETAILS OF COMPANY SECRETARY OF THE COMPANY, IF
APPLICABLE
|
Sr. No
|
Name of Secretary
|
PAN
|
Membership number
|
|
1
|
|
|
|
7)
DETAILS OF THE CHIEF FINANCIAL OFFICER (CFO) OF THE
COMPANY, IF APPLICABLE
|
Sr. No
|
Name
|
PAN
|
|
1
|
|
|
8)
DETAILS OF VARIOUS FORMS FILED (WHENEVER APPLICABLE)
|
Sr. No
|
FORMS NAME
|
SRN
|
DATE
|
|
1
|
AOC-4/AOC-4
XBRL
|
|
|
|
2
|
MGT-7
|
|
|
|
3
|
DIR-3 KYC
|
|
|
|
4
|
ADT-1
|
|
|
|
5
|
CRA-2
|
|
|
|
6
|
MR-1
|
|
|
|
7
|
DIR-12
|
|
|
9)
TWO COLOUR PHOTOGRAPHS OF THE COMPANY
WITH DIRECTOR
|
|
|
I hereby declare that the registered Office
is situated in the address as mentioned above, the details of directors, KMP,
auditors are presently associated with the company as provided above are correct.
I, further confirm that above details provided are belonging to the Company
itself and in case of any wrong/fault information/documents, we and the Company
shall be liable under section 448 and 449 of the Companies Act, 2013.
On Behalf of the Board,
___________________________ PRIVATE
LIMITED/LIMITED
________________________
MR. ………………………………….
DIRECTOR
(DIN : __________________ )
Thanks & Regards,
CS Meetesh Shiroya
Disclaimer:
The entire contents of this document
have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. I assume no responsibility
therefore. In no event, I shall be liable for any direct, indirect, special or
incidental damage resulting from, arising out of or in connection with the use
of the information.
