Introduction:
Ministry of corporate affairs has always been trying to make it easier for companies as well as for the regulator (registrar of companies ROC) to comply with all legal requirements and ensure good governance at India Incorporated. In continuation of these efforts, MCA has come up with a new web based e-form, called ‘change request form, in order to facilitate the change of information available in MCA records or to give effect to such transactions for which no form is prescribed. In this article we shall deliberate upon the charactersticks of this form.
- Ministry of Corporate Affairs (‘MCA’) has introduced ‘Change Request Form (‘CRF’) via notification dated 19th February 2024. This form is notified by MCA with effect from 19th February 2024 onwards.
MCA has notified this form citing difficulties faced by stakeholders in updating certain corporate information citing lack of processes or forms available for same. CRF has following features:
1. It can be filed in exceptional circumstances only.
2. It can be used to update data wherein no specific form is existing on the portal.
3. It is not a substitute to any reporting, application, and registry requirements as per Companies Act, 2013, and LLP Act, 2008, and for such purposes the Form shall not be entertained and requests through this form are liable to be summarily rejected.
4. It cannot be filed for the purposes which can be catered through any existing form or services or functionality available either at Front Office level (users of MCA-21 services) or Back Office level (ROCs).
5. It is a web-based form.
So, the question arises is that for what all other activities CRF can be used. CRF form particularly mentions two purposes for which it can be filed:
1. For correction in master data of the company.
2. In pursuance to court/ tribunals directions
Correction of Master data:
As has been stated by MCA, CRF can be used for updation of companies master data. Companies master data inter-alia comprises of following pointers:
1. CIN
2. Company name
3. ROC name and its jurisdiction
4. RD and its jurisdiction
5. Date of incorporation
6. Email id
7. Registered address
8. Listed in stock exchange(s)
9. Category, sub-category and class of company
10. Date of last AGM and date of balance sheet
If any of the above pointers that are included in companies master data are incorrectly displayed or needs to be updated but there is no other form or facility available to correct or update the same then CRF can be filed. While filing CRF reasoning as to why CRF is filed and relevant back ups for correcting the data also needs to be filed. E.g. incorrect mail id, spelling mistake in name of company, incorrect date format, incorrect date of AGM, change in CIN due to companies getting delisted or listed etc.
In pursuance to court/ tribunals directions: On amalgamation or merger of companies there results in change in authorised share capital. This change in share capital is pursuant to decision of tribunal. With CRF in place this challenge of non-availability of appropriate form for uploading the details would be addressed.
Other purposes for which CRF can be used?
Question further arises is can this form only be used for the above two purposes mentioned or it can be used for following purposes also where there are challenges in updating the data on MCA website:
1. In few instances it has been observed that there has been mismatch in the amount of share capital as per company records and MCA master data due to rounding off figures. So, it needs to be checked whether CRF can be used to rectify this data.
2. Mismatch in paid up share capital as on date of end of financial year and date of filing of annual returns or balance sheet.
3. It was challenging to update change in particulars of key managerial personnel other than directors due to change in marital status. So, it needs to be seen whether this can be resolved through CRF.
4. Updating directors E-mail Id and Mobile Number after filing of DIR-3 KYC is challenging. So, it needs to be seen whether this can be resolved through CRF.
Processing of CRF: The Form should be processed by ROCs within 03 days of its filing, after which it should be forwarded to Joint Director (e-governance cell), who shall process and decide the matter within a maximum time of 07 days.
Change request form shall only be used for changing the data existing on the MCA website and not to update new data.
Conclusion:
As discussed in the beginning of the article, this form aims at easing the processes of compliances where in there is no form already prescribed. Introduction of this form is expected to ease the life of both, companies as well as the registrar of companies, as it will help to correct the slipups in the MCA records.
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This article is written by Mr. Vallabh M Joshi – Senior Manager – vallabhjoshi@mmjc.in and Ms. Isha Jain – Management Trainee – ishajain@mmjc.in
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