The ministry of corporate affairs through a notification dated February 21, 2019, has amended the Companies (Incorporation) Amendment Rules which now prescribes that all companies registered prior to December 31, 2017, should, by April 25, 2019, submit a form called e-ACTIVE- ‘Active Company Tagging Identities and Verification’.
The objective of the amendment and form seems to be getting updated information on companies which are registered prior to 2018. The form requires the following information:
* Photo of the registered office of the company showing Director [either two directors or one director and one Key management person (KMP)] in the background. Additionally, a photo of the external building where the registered office is situated is required to be submitted. The director(s)/ KMP who are in the background should be the one who has signed the ACTIVE form digitally. * The longitude and latitude of the registered office. * The email id of the company which will be validated by obtaining the one-time password (OTP) from MCA. * Details of statutory/cost auditors including their Permanent Account Number (PAN), Firm registration number provided by ICAI * Details of whole-time director/ company secretary/ chief financial officer including their PAN * The form will also have to be certified/verified by a professional and they are expected to confirm that all the information, particulars and attachments are true, correct and complete and no information has been suppressed. * The difficulty will be faced by two director company where one of the directors is a non-resident and there are no KMP due to the smallness of size. * form cannot be filed if any of the directors are disqualified under section 164(2) or their DIN status shows the Director to be ‘De-active’ due to non-filing of DIR-3 KYC. Accordingly, unless this is rectified, the form cannot be filed. The implication of non-filing of ACTIVE is that those company will not be able to file event based forms like (a) Change in authorised and/or paid-up capital (b) Changes in directors except cessation (c) change in registered office or (d) amalgamation/ de-merger. * Further, the companies which have failed to file its financial statements and/or Annual Return which are already due for submission will also not be able to file the form ACTIVE. The only exception to this is if Registrar of Companies (ROC) has recorded in its register the fact that there are management disputes. * The ACTIVE form is not required to be submitted by a company which has been stuck off or which is under the process of strike off or under liquidation or is amalgamated/dissolved and such fact is recorded in the register. * Failure to submit the form in time (April 25) will attract a penalty of Rs 10,000/- and the status of the company after April 26, 2019, will be ‘ACTIVE non-compliant’. The ROC is empowered to order physical inspection of the registered office and if it is found that the place where the registered office is situated is not capable of receiving and acknowledging all communications and notices as may be addressed to it, the ROC may proceed to remove the name of the company from its register.
In recent times, there are enhanced actions from the ministry of corporate affairs in regard to updating the various information which is available with ROC and it appears that this is just the beginning to identify and thereafter weed out inactive or shell companies.
Sandeep Shah is partner and Nikita Grover is consultant company secretary at N. A. Shah Associates LLP.