There are a few exceptions inserted by proviso to Rule 25A wherein companies are restricted from filling Form INC- 22A. Such are as follows:
(a) Companies who have defaulted in filing their financial statements [Form AOC-4] or annual returns [Form MGT- 7] or both, which became due up till the date of the filing of the said form.
But, such defaulting companies can file Form INC- 22A if they are under management dispute and the same has been recorded by the registrar of companies.
(b) Also, companies which have been struck off, or under process of striking off or under liquidation or amalgamated or dissolved are not required to file such form. My view is that a company ‘undergoing’ dissolution or ‘under’ amalgamation is still required to file such e-Form if such process has not attained finality.
(c) Companies where DIN status of the director is not ‘Approved’ will not be able to file the form. So such companies need to ensure that DIN of all the active directors is ‘Approved’ before filing he form. For this criterion, it should make sure that annual Form DIR- 3 KYC is filed by the directors holding a valid DIN.
4. Where a company did not furnish/intimate the prescribed particulars or furnished particulars disregarding any clause of Form INC- 22A file the form, then even if such form is filed within due date, it might still be marked as “ACTIVE NON-COMPLIANT”.
5. Consequences of the mark “Active Non-Compliant” shall be that the following events or changes might not be accepted or taken on record by the registrar-
(a) Form SH-07: For Change in Authorized capital;
(b) Form PAS-03: For Change in Paid-up Capital;
(c) DIR- 12: For Changes in Directorship except in the event of cessation of any director;
(d) Form INC-22: Change in Registered Office;
(e) Form INC-28: Amalgamation, de-merger.
In addition to above, actions prescribed under sub section (9) of section 12 might also be initiated and result in removal of name of the company from the records of registrar of companies. Also, penalties and fees relating to non filing of the above forms (a to e) will also get attracted.
6. When a company which has been marked as “Active Non-Compliant” because of any of the reasons listed above and files the eForm ACTIVE on or after 26-April-2019 along with payment of fee of Ten Thousand rupees shall be marked as “ACTIVE COMPLIANT” & allowed to file the forms mentioned in clause v (a to e).