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MCA Extends Time for e-Form Filings and Allows Physical Filing of Certain Forms for Interim Period

Introduction

Since the transition of MCA-21 portal from Version 2 (V2) to Version 3 (V3), companies have been facing several glitches on the online portal impacting their reporting compliances. Considering the technical issues due to migration on the MCA-21 portal causing delay in filing of time-bound forms, MCA has released circulars which will bring some relief to the stakeholders.

Extension of Time: General Circular No. 04/2023 (i)

The Ministry of Corporate Affairs (“MCA”) through its General Circular No. 04/2023, dated February 21, 2023, has extended the deadline for filing of 45 (forty-five) Company e-forms launched with effect from January 23, 2023 (due for filing between February 7, 2023, and February 28, 2023) until March 31, 2023, at no additional cost (refer to our earlier update here (ii) on the launch of upgraded company e-forms). This extension of timeline by the MCA is in addition to the earlier extension of timeline announced vide General Circular No. 01/2023 (iii) dated January 9, 2023, and the General Circular No. 03/2023 (iv) dated February 7, 2023.

Further, Form PAS-3 which was required to be filed between January 20, 2023, and February 28, 2023, will also be given this extension along with the waiver of additional fees, till March 31, 2023.

In addition, the reservation period for names reserved under section 4(5) of the Companies Act, 2013, has been extended by 20 (twenty) days. The resubmission period under Rule 9 of the Companies (Incorporation) Rules, 2014, which falls between January 23, 2023, and February 28, 2023, has also been extended by 15 (fifteen) days.

In view of the foregoing General Circular No. 04/2023, MCA has extended the timeline for filing of 45 (forty-five) company e-forms and Form PAS-3 to facilitate seamless migration from MCA-21 Version 2.0 to Version 3.0, till March 31, 2023, without levy of additional fees.

Physical Filing: General Circular No. 05/2023 (v)

MCA through its General Circular No. 05/2023 has allowed physical filing of certain forms due to be filed on the MCA-21 portal between February 22, 2023, to March 31, 2023. The physical forms must be signed by the concerned person(s) as per requirements of the relevant forms for fling without payment of fee and an acknowledgment of the filing should be taken by the company. In addition to the physical filing with the concerned Registrar, an undertaking must be provided by the company that it will also file the Form(s) in electronic form on MCA-21 portal along with fees payable according to the Companies (Registration Offices and Fees) Rules, 2014.

List of forms requiring physical submission with an undertaking for electronic filing is as under:

  • GNL-2 (filing of prospectus related documents and private placement)
  • MGT-14 (filing of resolutions relating to prospectus related documents, private placement)
  • PAS-3 (Return of allotment of shares)
  • SH-8 (Letter of offer for buyback of own shares or other securities)
  • SH-9 (Declaration of solvency)
  • SH-11 (Return in respect of buyback of securities)

Notably, the Kerala High Court during the pendency of a writ petition passed an interim order (vi) dated February 3, 2023, noting that the online system had “crashed” and there is no other way than to receive the copy of the said documents physically.

The above General Circulars issued by the MCA has brought much relief to companies in submission of forms during the interim period including physical form submission without payment of additional fees. Industry is hoping that the system migration would operate smoothly from the new financial year onwards.

Endnotes: -

(i) https://www.mca.gov.in/bin/dms/getdocument?mds=PhSEqic7OaM1vAbagKe7yg%253D%253D&type=open

(ii) https://www.mondaq.com/india/securities/1280372/recent-amendments-notified-by-mca-to-several-companies-rules-and-forms

(iii) https://www.mca.gov.in/bin/dms/getdocument?mds=xHxXexcBmc5%252Bd%252FsJEZzXiw%253D%253D&type=open

(iv) https://www.mca.gov.in/bin/dms/getdocument?mds=qs7b8m03HCpGu%252BwPkR6FNw%253D%253D&type=open

(v) https://www.mca.gov.in/bin/dms/getdocument?mds=L1%252FlzzFGRvjYOFmh0PQHAw%253D%253D&type=open

(vi) https://hckinfo.kerala.gov.in/digicourt/Casedetailssearch/fileviewtoken=MjE1NzAwMDM4NTYyMDIzXzEucGRm&lookups=b3JkZXJzL2ludGVyaW1vcmRlci8yMDIz

If you have questions or would like additional information on the material covered herein, please contact:

Jyoti Vats Mishra, Senior Associate
jvmishra@lexcounsel.in

Subhashini Krishna, Associate
skrishna@lexcounsel.in

Disclaimer: LexCounsel provides this e-update on a complimentary basis solely for informational purposes. It is not intended to constitute, and should not be taken as legal advice, or a communication intended to solicit or establish any attorney-client relationship between LexCounsel and the reader(s). LexCounsel shall not have any obligations or liabilities towards any acts or omission of any reader(s) consequent to any information contained in this e-newsletter. The readers are advised to consult competent professionals in their own judgment before acting on the basis of any information provided hereby.

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