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 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.

In a recent Notification dated 21^st February, 2019, ( yet to be published in the Gazette), the Ministry of Corporate Affairs (MCA) has proposed amendments to the Companies (Incorporation) Rules, 2014.

As per the amendment, a new Rule 25A which deals with e-form Active (Active Company Tagging Identities and Verification) is proposed to be inserted in which  Companies incorporated on/before 31.12.2017 will be required to file its particulars and registered office details on or before 25^th April, 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.

• What is INC-22A (ACTIVE)?

It is the format in which companies will be required to file specified particulars and its registered office details.

• Who is required to file e-form ACTIVE?

Every company incorporated on or before 31^st December, 2017.

• By when do you need to file e-form ACTIVE?

On or before 25^th April, 2019.

• Who are restricted from filing ACTIVE?

Any company, which has not filed its due financial statement as per Section 137 or the due annual return under Section 92 or both with the Registrar unless such company is under management dispute and the Registrar has recorded the same in the register.

• What happens if e-form ACTIVE is filed on or after 26th April 2019?

The company will be marked “ACTIVE Compliant” only on payment of fee of Rs. 10,000/-.

1. Fee payable till 25^th April, 2019 on e-form ACTIVE – Nil
2. Fee payable till 25^th April, 2019 on e-form ACTIVE – Rs. 10,000

• What you must additionally ensure before filing e-form ACTIVE?

Ensure that the DINs of all your Directors are in ‘approved’ status and are not ‘Deactivated’ due to non-filing of DIR-3 KYC nor ‘Disqualified’.

• Companies who are exempted from filing e-form ACTIVE:

1. Companies which have been struck off or,
2. Companies who are under process of striking off or,
3. Companies who are under liquidation or amalgamated or dissolved, as recorded in the register.

• Consequences of not filing e-Form ACTIVE:

1. The Company shall be marked as ‘ACTIVE non-compliant” on or after 26^th April, 2019.

2. The company will also be liable for action as per Section 12(9) of the Act which states that the Registrar, may cause a physical verification of the registered office of the company. In case any default is found, he may initiate action for the removal of the name of the company from the register of companies.

The Registrar will not accept the following forms unless “e-Form ACTIVE” is filed.

•     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).

Source: Companies (Incorporation) Amendment Rules, 2019

  Companies (Registration Offices and Fees) Amendment Rules, 2019

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