The Institute of Company Secretaries India (“ICSI”) has released a document titled “Frequently Asked Questions On E-Form Active” on its website which includes a comprehensive set of ‘Frequently Asked Questions’ (“FAQs”), along with the answers with regard to filing e-Form INC-22.
The document addresses several questions on the subject in addition to what has already been reported by us earlier. Some of the questions that the document addresses are given below.
- Whether two companies can use the same premises as registered Office?
As per Companies Act, 2013 nowhere limit of registered office at single premises is prescribed. Therefore, it is very clear that single premises can have any number of registered offices.
- Can a person update his information through E-form INC-22A?
No, a person cannot update his personal information through this form. However, you may update the Email ID on which the information and OTP is required to send. Email ID is the only editable field in the form
- If Company is under Management Dispute due to which not able to file Financial Statement or Annual Return. Whether allowed to file e-form Active?
If there is any management dispute and company has informed the same to ROC, which is duly registered, in such case even without completion of Annual Filing (AOC-4 or MGT- 7) the companies are allowed to file e-form ACTIVE.
- Whether LLP or Branch office also required to file e-form INC-22A?
As per Language of Rule 25A “Every Company”, therefore, one can clearly opine that Only Companies are required to file this Form.
LLP and Branch offices are out of preview of e-form 22A. They are not required to file this form with ROC.
- How many photos to be attached in the Form ACTIVE?
2 Photographs i.e. 1 Photograph of Registered Office showing external building and 1 showing the inside office and also showing therein at least one director/KMP who has affixed his/her Digital Signature to this form.
- Is it true that professional must visit the Registered Office?
No, it is nowhere mentioned that the professional must visit the Registered Office for verification. However, it is advisable that in order to minimise the risk and to ensure the existence of the same, one can visit the registered office.
- Is Form ACTIVE is a onetime compliance or annual requirement?
As of now Form ACTIVE is one time affair. However, if any requirements arises, it may be made annual compliance by the Regulator.
- What are the mandatory attachments of E-form INC-22A ?
Photograph of Registered office of the company showing external building and inside office also showing therein at least one director/KMP who has affix her/his digital signature to this form.
- If status of the DIN is ‘other than approved’? Then, what is the implication?
The status of the DIN cannot be shown other than approved, if the DIN has been disqualified or deactivated due to non-filing of DIR-3KYC, it will get pre-filled, however one shall not be able to successfully submit the form.
- Who shall digitally sign the E-form INC-22A?
Ensure that the eForm is digitally signed by one director in case of OPC. In case company is other than OPC, form shall be signed by one director and one KMP or two directors. Such person shall be the same as in the photograph attached.
The form shall be certified by Company Secretary/ Cost Accountant/ Chartered Accountant.
- If one of the three Director of the Company has got dispute with the other Directors, but his resignation has not been noticed or filed anywhere, whether the Company is required to file E-form INC-22A. The matter is under trial NCLT ?
If the matter is sub-judice anywhere, first get it corrected and then only file the form.
- Whether dormant company is required to file Active form?
All Companies whether Government Company, Section 8 Company or even a Dormant Company is required to file Active Form.
- What if the Company has not taken approval from CLB, RD and NCLT?
The Company is requested to raise the ticket to MCA and it’s advisable to take the prior approval from honorable CLB, RD and NCLT.
- Is it required to comply with the provisions of Section 12 of the Companies Act, 2013 for purpose of filing form INC-22 A?
Yes, due care should be taken in order to comply with the provisions of Section 12 of the Companies Act, 2013 for the purpose of filing this form.
- Is it mandatory to take the photograph in which latitude and longitude should be mentioned?
No it’s not mandatory that in the photograph, latitude and longitude should be mentioned. However, it is recommended or advisable the photograph should contain the latitude and longitude for the good corporate governance & better compliance purpose.
- The Company is in the process of shifting of registered office from one state to another and the order is still pending before RD, so will it be required to file this form or needs to wait till the order comes?
The Company is required to file the form in case the order is still pending before RD in case of shifting of registered office from one state to another.
- Whether the company which is active non-complaint can file the annual filing and charge related forms?
Yes, the company can file the annual filing and charge related forms in case the company is active non-complaint.
- Should the registered office name board to be in English and regional language as well?
As per Section 12(3)(a) of the Companies Act, 2013, every company shall paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages.
Hence, it is advisable that Name board of the Company should be in English and in regional language in compliance with aforesaid provision.
- What should be done in case company has appointed more than maximum number of directors i.e. more than fifteen directors as prescribed in the Companies Act, 2013?
In case company has appointed more than fifteen directors, the Companies are advised to provide SRN of form MGT-14 filed in respect of appointing more than fifteen directors along with resolution date in the form.
- Is the Company required to appoint the minimum number of directors as prescribed in the Companies Act, 2013 for the purpose of filing this form?
Yes, the minimum prescribed limit of directors i.e. two in case of private company and three in case of public company should not be breached and directors need to appointed first for the purpose of meeting this compliance.
- Whether the DIR-3 KYC is to be filed before filing E-form (ACTIVE)?
Before filing E- form ACTIVE, the company needs to file DIR-3 KYC, so that the status of the Directors is “Approved”.
For a detailed read of the FAQ please refer to the attachment.
Source: Institute of company secretaries of India
