#mcacircular

General Circular No. 02/2023: Filing of Forms GNL-2 (filing of prospectus-related documents) and MGT-14 (filing of Resolutions relating to prospectus-related documents) due to migration from V2 Version to V3 Version in MCA 21 Portal from 7 January 2023 to 22™ January 2023

Representations have been received in the Ministry requesting for clarification about filing of Form GNL-2, for the purposes of filing prospectus related documents and MGT-14 during 7" January, 2023 to 22"4 January, 2023 when migration from V2 Version to V3 Version in MCA-21 Portal will be done and such forms will not be available for filing in V2 Version. The stakeholders have further stated that such forms required to be filed due to time bound activities. The matter has been examined in the Ministry and it has been decided that the companies intending to file (i) Form GNL-2 (filing of prospectus related documents) and (ii) MGT-14 (filing of Resolutions relating to prospectus related documents) during 7" January, 2023 to 22™ January, 2023 on the MCA-21 Portal may file such Form in physical mode duly signed by the persons concemed as per requirements of the relevant forms, along with a copy thereof in electronic media, with the concerned Registrar without payment of fee and take acknowledgement (as per Annexure to this Circular) thereof. Such filing will be accompanied by an undertaking from the company that once the filing of such Form is enabled on the portal, the company shall file the relevant Form in electronic form on MCA-21 Portal alongwith fees payable as per Companies (Registration Offices and Fees) Rules, 2014. As clarified by General Circular Number 01/2023 dated 09.01.2023 no additional fees will be levied for the period during which the filing was disabled. For the purpose of inspection or obtaining copy of any documents pursuant to section 399 of the Companies Act, 2013, the forms as referred to in this circular alongwith annexures thereto shall be placed by the Ministry on its website in accordance with the provisions of the Companies Act, 2013.

MCA Circular 02/2023 Attachment

General Circular No. 03/2023- Ministry of Corporate Affairs

Due to change in way of filing in Version-3, including fresh process of registration of users on MCA-21 and process of stabilization of 45 forms launched with effect from 23.01.2023, and after considering various representations, in continuation of General Circular 1/2023 dated 09.01.2023, it has been decided to allow further additional time of 15 days for filing of these forms, without additional fees, to the stakeholders. Further, Form PAS-03 which was closed for filing in Version-2 on 20.01.2023 and launched in Version-3 on 23.01.2023, and whose due dates for filing fall between 20.01.2023 and 06.02.2023, can also be filed without payment of additional fees for a period of 15 days.

PDF of General Circular No. 03/2023

General Circular No. 01/2023 MCA

I am directed to inform all the stakeholders that this Ministry is in the process of introducing certain company e-Forms in MCA21 Version 3.0 (as per Annexure) and thus these e-Forms will not be available in MCA21 Version-2 from 07.01.2023 to 22.01.2023. Therefore, keeping in view the fact above, it has been decided by the Competent Authority to allow additional time of 15 days, without levying additional fees, to the stakeholders, in cases where the due dates for filing of these 45 e-Forms fall during the period between 07.01.2023 and 22.01.2023.

MCA General Circular No. 01/2023 Attachment

MCA General Circular No. 19/2013:-Clarification with regard to the applicability of section 182(3) of the Companies Act, 2013

Ministry has received representations seeking clarification on disclosures to be made under section 182 of the Companies Act, 2013. The same have been examined. with the coming into force of the scheme relating to 'Electoral Trust companies' in terms of section (24AA) of the Income Tax Act, 1961 read with Ministry of Finance Notification No. s.o.309(E) dated 31st January 2013 it will be expedient to explain the requirements of disclosure on part of a company of any amount or amounts contributed by it to any political parties under section 182(3) of the Companies Act, 2013. It is hereby clarified as under; (i) Companies contributing any amount or amounts to an 'Electoral Trust Company' for contributing to a political party or parties are not required to make disclosures required under section 182(3) of Companies Act 2013. It will suffice if the Accounts of the company disclose the amount released to an Electoral Trust Company. (ii) Companies contributing any amount or amounts directly to a political party or parties will be required to make the disclosures laid down in section 192(3) of the Companies Act, 2013. (iii) Electoral Trust Companies will be required to disclose all amounts received by them from other companies/sources in their Books of Accounts and also disclose the amount or amounts contributed by them to a political party or parties as required by section 182(3) of Companies Act, 2013.

MCA General Circular No. 19/2013-Attachment

MCA General Circular No. 15/2013:-Clarification on the notification dated 12.09.2O13

The companies Act 2013 received the assent of the president on 29th August 2013 and was notified in the Gazette of India on 30th August 2013. Towards the proper implementation of the companies Act 2013, first tranche of Draft Rules on 16 chapters have been placed on the website of the Ministry on 9.9.2013 for inviting comments and objections/suggestions from the general public/stakeholders. of the 16 chapters, only 13 chapters require specifying of Forms referred to in those chapters. The draft Forms shall be placed on the website shortly. Ministry of Corporate Affairs has also notified 98 sections for implementation of the provisions of the Companies Act, 2013 (the "said Act",) on 12.09.2013. certain difficulties have been expressed by the stakeholders in the implementation of the following provisions of the said Act. with a view to facilitating the proper administration of the said Act, it is clarified that - (i) Sub-section (58) of section 2:- Registrar of Companies may register those Memorandum and Articles of Association received till 11.9.2013 as per the definition clause of the private company, under the Companies Act 1956 without referring to the definition of private company' under the "said Act" (ii) Section 102:- All companies which have issued notices of general meeting on or after 12.09.2013, the statement to be annexed to the notice shall comply with additional requirements as prescribed in section 102 of the "said Act". (iii) Section 133:- Till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Ac! 1956 shall continue to apply. (iv) section 180:- In respect of requirements of special resolution under Section 180 of the "said Act" as against ordinary resolution required by the Companies Act 1956, if notice for any such general meeting was issued prior to 12.9.2013, then such resolution may be passed in accordance with the requirement of the Companies Act 1956.

MCA General Circular No. 15/2013 Attachment

MCA General Circular No. 2/2014-Use of word 'National' in the names of Companies or Limited Liability Partnerships (LLPs)

It has come to the knowledge of this Ministry that Companies / Limited Liability Partnerships are being registered with the word 'National' in their names. It is being intimated that no company should be allowed to be registered with the word 'National' as part of its title unless it is a government company and the Central / State government (s) has a stake in it. This should be stringently enforced by all Registrar of Companies (ROCs) while registering companies. Similarly, the word 'Bank' may be allowed in the name of an entity only when such entity produces a 'No Objection Certificate' from the RBI in this regard. By the same analogy the word "stock Exchange" or "Exchange" should be allowed in name of a company only where 'No Objection Certificate from SEBI in this regard is produced by the promoters.

MCA General Circular No. 2/2014- Attachment

Attention of this Ministry has been drawn to General Circular No 06/2013 dated 14.03.2013 vide which it was clarified that in cases where the effective yield (effective rate of return) on tax-free bonds is greater than the yield on prevailing bank rate, there was no violation of Section 372A(3) of Companies Act, 1956. Stakeholders have requested for similar clarification w.r.t. corresponding section 186(7) of the Companies Act 2013. The matter has been examined in the Ministry and it is hereby clarified that in cases where the effective yield (effective rate of return) on tax-free bonds is greater than the prevailing yield of one-year, three years, five years or ten-year Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of the Companies Act, 2013.

General Circular No. 06/2015: Original Copy

General Circular No. 04/2015:loans and advances to employees

This Ministry has received a number of references seeking clarification on the applicability of provisions of section 186 of the Companies Act, 2013 relating to grant of loans and advances by Companies to their employees. The issue has been examined and it is hereby clarified that loans and/or advances made by the companies to thelr employees, other than the managing or whole time directors (which is governed by section 185) are not governed by the requirements of section 186 of the Companies Act, 2013. This clarjfication will, however, be applicable if such loans/advances to employees are in accordance with the conditions of service applicable to employees and are also in accordance with the remuneration policy, in cases where such policy is required to be formulated,

General Circular No. 04/2015:Original Circular Copy