In an interesting move, the Ministry of Corporate Affairs (“MCA”) has introduced a new Rule 12B in the Companies (Appointment and Qualification of Directors) Rules, 2014 which states that every company, incorporated on or before 31st December, 2017 which fails to file e-form ACTIVE i.e. INC 22A on or before 15th June, 2019, the Director Identification Number (DIN) allotted to its existing directors, will be marked as “Director of ACTIVE non-compliant company”.
It further says that once the DIN of a director has been marked as “Director of ACTIVE non-compliant company”, such director will take all necessary steps to ensure that the company files e-form ACTIVE.
Thereafter, once the company files the e-form ACTIVE, the DIN of such director will be marked as “Director of ACTIVE compliant company”.
By introducing this new Rule, the MCA has entrusted the liability of filing e-Form ACTIVE upon the directors of companies. This step is expected to ensure that every company incorporated on or before 31st December, 2017 files the much required e-form ACTIVE by 15th June, 2019.
e-Form ACTIVE i.e. INC -22A is a KYC form for companies. The intention of MCA behind this form is to detect Shell Companies and update information of all the active companies.
Background:
As per Section 12 (9) of the Companies Act, 2013, if the Registrar has reasonable cause to believe that a company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such a manner as may be prescribed and if any default is found to be made in complying with the requirements it may initiate action which can lead to removal of the name of the company from the Register of Companies.
Accordingly, a new Rule 25A which deals with e-form Active (Active Company Tagging Identities and Verification) was inserted in which Companies incorporated on/before 31.12.2017 are required to file its particulars and registered office details on or before 15th June, 2019.
To ensure greater transparency, apart from requiring several details concerning the company’s Auditors, Key Managerial Personnel, Form INC – 22A (ACTIVE) also makes it mandatory for companies to enclose photograph of its Registered Office, showing external building and inside office along with one director / Key Managerial Person affixing his / her Digital Signature in the form.
Source: Ministry of Corporate Affairs
