FAQ’s on Shifting of forms from MCA V-2 to MCA V-3

SHORT SUMMARY:

MCA issued General Circular No 01/2023 and 02/2023 in respect of release plan of 45 forms on MCA V-3 and Filing of GNL-2 and MGT-14 and non-availability of forms on MCA for 15 days w.e.f. 07 January, 2023 to 22^nd January, 2023.

♦ In case due date of 45 forms (list attached in the end) fall between 07^th January 2023 to 22^nd January 2023 then such form shall get additional 15 days for filing without any additional fees.

♦ MCA allowing filing of GNL-2 and MGT-14 for the purpose of Filing of Prospectus Relating Document in physical mode during the transition period from V-2 to V-3 and filing of electronic mode after launching of such form on V-3.

Question on Circular No-1

Que 1: Whether extension of 15 days shall be applicable on PAS-3? (DG)

Ans 1: As MCA by update on their website already allowed filing of PAS-3 on V-2 portal till 19^th January 2023 and PAS-3 shall be available on V-3 w.e.f. 23^rd January 2023. Therefore, extension shall not applicable on PAS-3 form. (DG)

Que 2: If Due Date of MGT-14 is 15 January 2023. What shall be due date after extension? (DG)

Ans 2: As MCA has given 15 days extension. Therefore, Due date in above situation shall be 15 January + 15 days = 30 January 2023. (DG)

Que 3: Whether any of these 45 forms are under resubmission on 07 January. Whether such form can be resubmitted on V-3 portal after 23 January? (DG) (DG)

Ans 3: As per Updation notification on MCA Website our of these 45 forms no form should be pending for resubmission. If any of your forms are under resubmission on 7 January, then such form shall be lapsed and required to file again on V-3 portal after 23 January.

Que 4: If Due Date of any of form (out of 45 form) fall between 07.01 to 22.01. What shall be due date after extension? (DG)

Ans 4: As MCA has given 15 days extension. Therefore, Due date in above 45 form shall be Actual Date + 15 days = New Due Date. (DG)

Que 5: If Due Date of PAS-03 is 15 January 2023. What shall be due date after extension? (DG)

Ans 5: As MCA has not given any extension for PAS-3. Therefore, Due date in above situation shall be 15 January. (DG)

Que 6: If any name has been approved on or before 06 January and 20 days expiring between 07.01 to 22.01 then whether there is any extension for filing of Spice Part B? (DG)

Ans 6: As per Tweet of MCA on 7 Jan right now (09 Jan today) SPICe Part B is available on MCA V-2 mode itself. Therefore, no extension is given for filing of Incorporation form. (DG)

Question on Circular No-2

Que 7: Whether GNL-2 and MGT-14 for any purpose can be file according to General Circular No 2 during the MCA transition period from V-2 to V-3? (DG)

Ans 7: As per MCA Circular No 2, GNL-2 and MGT-14 only for the purpose of Filing of Prospectus Relating Document are allowed to file during transition period. (DG)

Que 8: Whether MGT-14 for the purpose of opening of Private Placement offer can be file according to this circular? (DG)

Ans 8: As per MCA Circular No 2, MGT-14 only for the purpose of Filing of Prospectus Relating Document are allowed to file during transition period. Therefore, MGT-14 for Private Placement of shares can’t be file during this transition period according to this circular. (DG)

Que 9: If any company want to open Offer for Private Placement of shares between 07.01 to 22.01. Whether they can do the same? (DG)

Ans 9: As per section 42 Company Act, 2013 before issuance of Offer Letter for Private Placement of Shares Company need to submit MGT-14 with ROC. As MGT-14 is not allowed to file during the period of 07.01 to 22.01 therefore no New Private Placement offer can be open by the Companies during 07.01 to 22.01. (DG)

Que 9: If any company want to open Offer for Private Placement of shares between 07.01 to 22.01. Whether they can do the same? (DG)

Ans 9: As per section 42 Company Act, 2013 before issuance of Offer Letter for Private Placement of Shares Company need to submit MGT-14 with ROC. As MGT-14 is not allowed to file during the period of 07.01 to 22.01 therefore no New Private Placement offer can be open by the Companies. (DG)

Que 10: How to file GNL-2 and MGT-14 in relation to Filing of Prospectus Relating Document according to the circular? (DG)

Ans 10: The Company have to follow the below mentioned process: (DG)

i. Company have to submit Physical form with Roc.

ii. Along with physical form company have to submit the copy of the form and attachment in pen drive or any other electronic media with Roc.

iii. Form should be physically signed by the person who is authorized to file that form.

iv. No need to make any payment for physically filing with Roc.

v. ROC will give the acknowledgement of filing of such physical form. (Format of acknowledgement has been given under the circular)

vi. Once the electronic form shall be available on the portal. Company shall file the electronic form on V-3 along with the actual fees. (DG) 

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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).