The Ministry of Corporate Affairs (MCA) plays a crucial role in regulating corporate activities and ensuring compliance in India. To promote efficiency and transparency in corporate procedures, the MCA periodically updates its forms. With the shift from V2 to V3 Portal, several significant changes have been introduced to various forms, impacting processes related to director appointments, DIN allotment, address notices, and more. In this article, we will provide a detailed overview of these changes and their implications on businesses operating in the country.
Analysis of Key Changes in MCA Forms after shifting from V2 to V3 Portal :
1. DIR-12 Form: The DIR-12 form is used for the particulars of appointments of directors and key managerial personnel (KMP) and any changes among them. The updated version of DIR-12 brings about several important modifications:
a) Removal of Option for Existing/New Company: In the new form, the option to choose between existing and new companies has been removed. This simplifies the filing process, ensuring that the correct form is used for each scenario.
b) Removal of Global Location Number (GLN): The earlier version of DIR-12 allowed companies to file their GLN. However, the new form no longer includes this option.
c) Additional Options for Purpose of Filing: Two new options for the purpose of filing DIR-12 have been added: (a) Appointment due to the disqualification of all the existing directors and (b) Appointment by the Insolvency Resolution Professional (IRP).
d) Incorporation of SRN from Form INC-28: The SRN (Service Request Number) from Form INC-28, which deals with the order of the Court/NCLT/Member, has now been incorporated into the new version of DIR-12.
e) Changes in Attachments: The attachment of DIR-2 (Consent to act as a director) and the Declaration of First Director have been removed from the list of attachments. Instead, the Order of Court/NCLT/Member has been added to the attachments.
f) Director’s Declaration: The newly appointed director is now required to give a declaration and affix his/her Digital Signature Certificate (DSC) on the DIR-12 form.
2. DIR-3 Form: DIR-3 is the application for the allotment of Director Identification Number (DIN). The updated DIR-3 form brings a significant improvement:
a) Introduction of Digilocker Integration: The new version introduces the option to fetch documents from Digilocker, making the DIN allotment process more efficient and streamlined.
3. DIR-11 Form: The DIR-11 form is used for the notice of resignation of a director to the Registrar. The revised version of DIR-11 incorporates the following changes:
a) Additional Optional Attachment: Companies can now include an acknowledgement received from the company as a new optional attachment in the form.
b) Certification Requirement: The new version of DIR-11 must be certified by a Director, Company Secretary (CS), Chartered Accountant (CA), or Cost Accountant (CMA).
4. DIR-5 Form: DIR-5 is used for the application for surrender of Director Identification Number (DIN). The updated version includes the following changes:
a) Details of Retained DIN: In case of multiple DINs, the form requires the mention of retained DIN details.
b) Surrender DIN Details: The form now includes a section to mention the details of DIN that is being surrendered.
c) Details of Applicant: The updated form now requires the applicant’s details to be mentioned.
d) New Attachments: The list of attachments now includes (a) an affidavit including a declaration that the retained DIN will be updated with all CIN, (b) a copy of a court order declaring the DIN holder as insolvent/unsound mind, and (c) a copy of the death certificate.
5. INC-22 Form: INC-22 is the notice of the situation or change of situation of the registered office. The updated form has several changes:
a) Filing MGT-14 and INC-28: The new form requires the company to specify whether MGT-14 or INC-28 has been filed, and the relevant SRN should be mentioned.
b) Mentioning Longitude and Latitude: The new version mandates mentioning the longitude and latitude of the new registered office, providing precise location information.
c) New Attachment: The updated form now requires a photograph of the registered office showing the external building and the inside office, along with at least one director/KMP who has affixed their Digital Signature to this form.
6. INC-23 Form: INC-23 is used to apply to the RD (Registrar of Companies) for approval to shift the registered office from one state to another state or from the jurisdiction of one ROC (Registrar of Companies) to another ROC within the same state. The updated form introduces several new sections:
a) Advertisement and Objection Details: The new form now includes sections for providing advertisement and objection details related to the shift in the registered office.
b) Inquiry/Inspection/Investigation: The form requires companies to specify if any inquiry, inspection, or investigation is pending against them.
c) List of Creditors and Debenture Holders: Companies need to specify the list of creditors and debenture holders, if any.
d) New Attachments: The updated attachments include the acknowledgment of proof of service of the application to the Chief Secretary of the state, SEBI, or any other regulatory authority (if applicable).
7. MGT-14 Form: MGT-14 is filed for the filing of resolutions and agreements to the Registrar. The new version of MGT-14 incorporates several noteworthy changes:
a) Removal of Option for Proposed Resolutions: The option for proposed resolutions under section 94(1) has been removed.
b) Details of Resolution: The updated form now includes new options for types of allotment of security in the details of resolution.
c) Section of IBC 2016: Companies need to mention the section of IBC 2016 under which the resolution is passed.
d) Details of Agreement: If any agreement is involved, the new form requires its details to be provided.
e) SRN of RUN Form: If applicable, the SRN of the RUN (Reserve Unique Name) form must be mentioned in the new MGT-14 form.
Comprehensive Table Showing Changes in MCA Forms after shifting from V2 to V3 Portal
|
Sl. No. |
Types of Forms | Nature of Form | CHANGE IN FORM |
| 1 | DIR-12 | Particulars of Appointment of Director and KMP and the change among them | 1. The Option of Choosing form for existing Company or New Company has been removed in the Newly Updated Form in V3 Portal
2. The Option of filing Global Location Number has been removed in the new form 3. 2 New Options in purpose of filing DIR-12 has been added (a) Appointment due to the disqualification of all the existing Director (b) Appointment by IRP 4. SRN of form INC-28 in now incorporated in the new form 5. Attachment of DIR-2 and Declaration of First Director has now been removed from the List of Attachment and Order of Court/ NCLT/ Member has now been added to the same. 6. The Newly Appointed Director has to give declaration and also affix his/ her DSC on the said Form-DIR 12. |
| 2 | DIR-3 | Application for allotment of DIN | 1. Now the Option to fatch documents from Digilocker has been introduced in the New Form |
| 3 | DIR-11 | Notice of Resignation of a director to Registrar | 1. New Optional Attachment , Acknowledgement received from Company has now been added in the list of Attachment
2. Now the Form DIR-11 has to be certified by a Director, CA, CS or CMA |
| 4 | DIR-3C | Intimate information of directors, managing director, manager and secretary by an Indian company | NO CHANGE |
| 5 | DIR-5 | Applicaion for Surrender of DIN | 1. In case of Multiple DIN the Retained DIN details should be mentioned in the option proviuded in the newly updated Form
2. Surrender DIN details should be mentioned 3. Details of Applicant should be mentioned 4. In the list of Attachment following things are added (a) Affidavit including declaration thts retained DIN will be updated with all CIN (b) Copy of Court order declaring DIN holder as insolvent/unsound mind (c) Copy of death Certificate |
| 6 | DIR-6 | Intimation for change in particulars of Director given to CG | NO CHANGE |
| 7 | DIR-8 | Intimation by Director | NO CHANGE |
| 8 | DIR-9 | Report by the Company to Registrar for Disqualification of Director | NO CHANGE |
| 9 | DIR-10 | Application for removal of Disqualification of Director | 1. SRN of DIR-9 should be mentioned
2. Ground of Disqualification is now added in the new form 3. Details of Company and Applicant should be mentioned |
| 10 | AOC-5 | Notice of address at which books of account are to be maintained | 1. Longitude and Latitude of the place where books of Account are to be maintained should be compulsorily mentioned in the New Form
2. List of Attachment under the new form are (a) Proof of Address( Lease Deed, Rent Agreement etc) (b) Copy of Utility Bill(not older than 2 months) (c) Photograph of Registered Office |
| 11 | INC-9 | Declaration by subscriber or First Director | 1. Number of Individual and Non Individual First Subscriber should be specified
2. Details of Authorised person of Non Individual First subscriber should be specified |
| 12 | INC-22 | Notice of situation or change of situation of registered office |
1. Whether the Company has filed MGT-14, the SRN of the same need to be mentioned in the Newly updated Form. (Enter the SRN of relevant eForm 23/MGT-14 in case purpose of the eForm is other than ‘Change within local limits of city, town or village’).
2. Whether the Company has filed INC-28, the SRN of the same need to be mentioned in the Newly updated Form 3. Longitude and latitude of the new registered office should be also mention in the form. 4. The updated list of attachment include (a) Photograph of Registered Office showing external building inside office also showing therein at least one director/ KMP who has affixed his/her Digital Signature to this form. |
| 13 | INC-23 | Application to the RD for approval to shift the RO from one state to another state or from jurisdiction of one ROC to another ROC within the same State | 1. Advertisement and Objection details are now introduced in the new form.
2. Whether ary inquiry/ inspection/ investigation is pending against the company. 3. List of Creditor and Debenture holders need to be specify if any 4. The updated List of Attachment include Acknowledgement of Proof of service of the application to the Chief secretary of the state, SEBI or any other regulatory authority (if applicable) |
| 14 | INC-24 | Application for approval of Central Government for change of name |
NO CHANGE |
| 15 | MGT-14 | Filing of Resolution and agreement to the Registrar | 1. Option of proposed resolution u/s 94(1) has now been removed
2. Details of Resolution now includes types of allotment of security as an option 3. Section of IBC 2016 under which resolution is passed is also introduced in the new form 4. Details of agreement if any, need to be mention, in the new form. 5. SRN of RUN form in applicable need to be mentioned, if any |
| 16 | SH-7 | Notice to Registrar of any alteration of share capital | 1. The Company should specify whether ordinary resolution was passed or special Resolution was passed, in case of SR the SRN of MGT-14 should be mentioned.
2. Details of Members who were present at the meeting when decision of alteration was taken should be mentioned, who voted in favour, who voted against, who abstained from voting 3. Additonal Details regarding the Authorised share Capital need to be mentioned like Types of Share, Class of Shares, Whether revision required, brief description of condition etc. 4. Additional details regarding the number of member has been increased from i.e exisitng , revised and difference(addition) 5. Additional details regarding consolidation, conversion, sub-division if any need to be specified. 6. Whether MOA or AOA has been altered pursuant to change in share captial, if yes the same shall be disclosed. 7. the updated list of attachment include Working for calculation of ratios. |
| 17 | PAS-2 | Information Memorandum | 1. Form PAS-2 should be now certified by Practising Professional like PCS, CA in practice or CMA in practice |
| 18 | PAS-3 | Return of Allotment | 1. Key information regarding the valuation report is now elaborated
2. Details regarding bonus share issued if any should be mentioned in the newly updated form. 3. Details regarding conversion if any should be mention 4. Capital structure after post allotment should be mention. 5. Updated list of attachment now does not include Copy of Board Resolution as mandatory attachment. 6. Copy of Valuation report if any should now be attached in the new form |
| 19 | PAS-6 | Reconcilation of Share Captial Audit Report | 1. Details of Types of Security should be mention.
2. Details regarding whether there was dematerialised share in excess in the previous half year period is now been removed. 3. Details of Company Secretary if any is now been removed. 4. Details of CA/CS certifying the form is now been removed |
| 20 | MR-1 | Return of Appointment of Managerial personnel | 1. Whether the company is a public company or subsidiary of Public Company is now been asked in the new form.
2. Copy of consent letter to act as MD/WTD is now been removed from the mandatory attachment. |
Conclusion: The transition from MCA Forms V2 to V3 Portal marks a significant step towards simplifying corporate procedures and enhancing compliance in India. These changes reflect the MCA’s commitment to streamlining processes, reducing redundancies, and making business operations more efficient. Businesses should be aware of these updates to ensure seamless filing and adherence to the regulatory requirements. It is advisable to consult professional advisors and stay updated with the latest information to navigate these changes effectively and meet the MCA’s regulatory obligations with ease.
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