All about identification of ACTIVE companies by MCA

Continuing its clean up drive against inactive companies, the Ministry of Corporate Affairs (MCA) introduced new rules for KYC of companies.

In order to identify active companies, MCA introduced an e-form INC-22A named ACTIVE (Active Company Tagging Identities and Verification). This form has to be filed by companies to retain their status as “ACTIVE”.

Here are more details:

Which companies need to file the form?

All companies, whether public or private, incorporated on or before December 31, 2017, need to file the e-form ACTIVE . The rules are not applicable to LLPs. Hence, LLPs do not need to file the form.

However, following companies are not required to file the form:

1. Companies which have been struck off or are in the process of striking-off
2. Companies under liquidation
3. Companies that are amalgamated
4. Companies that are dissolved
5. Companies that have not filed annual forms due to management dispute and the Registrar has records of the same.

What is the due date of filing the form?

The due-date for filing the e-form ACTIVE is April 25, 2019. Currently, it looks like the form has to be filed only once.

What is the fee for filing e-form ACTIVE?

If the form is filed within the due date i.e. before April 25, 2019, no fee is payable. However, if filed after the due date, a fee of Rs. 10,000 will be payable.

What are the consequences of non-filing of the form?

If the form is not filed within the due date, the status of the company will change to “ACTIVE non-compliant“.

Also the company will not be allowed to file following forms for reporting changes in the company:

• SH-07 (Change in Authorized Capital);
• PAS-03 (Change in Paid-up Capital);
• DIR- 12 (Changes in Director except cessation);
• INC-22 (Change in Registered Office);
• INC-28 (Amalgamation, de-merger)

However, if the form is filed after the due date along with payment of fees, the status will be changed to “ACTIVE Compliant” and the company can go ahead and file other forms too.

What is the information required to be filled in the form?

In order to know that the company is active and compliant, MCA has introduced certain mandatory fields in the form:

1. Email Id of the company – an OTP will be generated on the email id mentioned in the form. The OTP will be verified.
2. Address of registered office – a photograph of the registered office of the company needs to be attached in the form. The photograph should be showing the external building and inside office with atleast one Director / KMP who has signed ACTIVE form.
3. Details of Directors
4. Details of KMPs i.e. MD / CEO / CS / CFO, if applicable
5. Details of Statutory Auditor
6. Details of Cost Auditor, if applicable
7. Challan no. of annual forms filed for FY 2017-18. i.e form AOC-4 and Form MGT – 7.

The company has to first complete its annual filings as well make sure that relevant forms for KYC of all Directors, appointment of KMPs, Statutory Auditor and Cost Auditor are filed before filing e-form ACTIVE.

This means that a company will not be allowed to file the form if :

1. It has not done its annual compliance for FY 2017-18 i.e. a company that has not filed its balance sheet and annual return for the previous financial year;
2. It has not complied with requirements of appointment of KMPs, Statutory Auditor and Cost Auditor;
3. The directors are disqualified or the DINs of directors do not have approved status. i.e. form DIR -3-KYC is not filed.

The e-form ACTIVE has to be signed by a director and a KMP (wherever applicable) or by two Directors and certified by a practicing company sectary or a chartered accountant or a cost accountant.

I suggest that along with a photograph of external building, a photograph of external office, with the name and registered office address of the company mentioned should also be attached.

To conclude, here are the things you need to do before you file the form:

1. Check whether the company is incorporated before 31 December, 2017
2. Check whether the company is exempted to file the form
3. Ensure that you have an active email id for the company
4. Ensure that the compliance requirements for appointment of Directors, KMPs, Statutory Auditor and Cost Auditor are completed
5. Ensure that filing of forms AOC – 4 and MGT -7 for financial year 2017-18 is done
6. Check whether none of the directors of your company are disqualified
7. Check whether form DIR-3-KYC is filed for all directors

If you have any queries or need professional assistance in filing the form, you can write to me at kruti@cskruti.com.