Introduction:
The Ministry of Corporate Affairs (MCA) in its constant efforts to facilitate ease of doing business, has announced the migration of last set of e-forms to MCA V3 portal from V2 portal. The Ministry has already migrated majority of important forms like DPT-3 (return of deposits), PAS-3 (return of allotment), charge forms etc. to V3 portal. Now after their successful migration, MCA is set to launch the annual filing forms viz. AOC-4, MGT-7, MGT 7A etc along with other e-forms to V3 portal.
Important forms being migrated:
MCA has planned the migration of total 38 forms in this round of migration. Out of those, 13 forms relate to annual filing of financial statements and annual returns to be filed by each and every company, and six forms relate to auditors and cost auditors. Other than that there are 19 forms which are being migrated to V3 portal.
Key changes in important e-forms pursuant to migration:
In the process of migration of forms to V3 portal, the MCA has made some important changes to the forms, which would simplify the process of form filing. The changes are incorporated in the relevant forms by amending the respective rules. The following are some of the key changes to important forms.
Form MGT-7 (form for filing annual returns):Following are the key changes made to form MGT-7.
- Details to be provided in excel format –
- List of shareholders and debenture holders which was earlier provided as attachment, are now to be provided in the downloadable excel format along with additional information with respect to classification of shareholders amongst promoters, non-promoters and foreign institutional investors etc. and gender of individual shareholders. However, on downloading the form in PDF format, this excel sheet giving list of shareholders shall not be visible for the reasons of data privacy.
- The details relating to meetings of board, its committees and general meetings is also to be provided in downloadable excel format.
- The details of share transfer if any are also to be provided in a downloadable excel format.
- MGT 8 included in MGT 7: The form MGT-8 which is issued by Practicing Company Secretary and which was earlier to be attached to form MGT-7 in PDF format, is now included by way of additional contents in the form itself and the contents of MGT-8 part cannot be changed. In case of any observations, it need to be reported in the MGT-7 form itself.
- Additional verification of registered office: A photograph of the registered office of the Company shall have to be attached to the form MGT-7. The amended format of form MGT-7 requires photograph to be attached of the registered office of the Company showing external building and name prominently visible. Also the form now requires mention of name of company and registered office address along with latitude and longitude as at the end of financial year and on the date of filing the form.
- Designated person for liasoning with beneficial owners: A new table asking for details of designated person with respect to beneficial ownership has been inserted in the form. The requirement of giving this data in the annual return (form MGT-7) was already mandated way back by way of a notification dated 27 October 2023, but the fields asking for this data have been introduced in e-form MGT-7 now.
Form AOC-4 (form for filing financial statements with ROC)
Key changes in form AOC-4 and its allied forms can be listed as under.
- Certain mandatory attachments now annexures in AOC-4:
- Report of board of directors and report of statutory auditor which was earlier filed only as attachment to form AOC-4, will now be filed as part of the original form in the form of linked forms. Additionally, the signed copies of these reports also need to be attached to the e-form.
- Forms AOC-1 giving details of subsidiaries and form AOC-2 giving details of related party transactions were earlier filed as attachments to the form AOC-4. Now they shall be filed as annexures to this form. These annexures shall be enabled based on the applicable thresholds being triggered. For example, annexure of AOC-1 shall be enabled only if the company has any subsidiary or an associate company. Additionally, the signed copies of these reports also need to be attached to the e-form.
- The columns of the form wherein figures of previous financial year have to be entered, shall be pre-filled but shall be editable. However, for editing the said figures reason for the same will have to be given.
- In case of form AOC-4 XBRL, the copy of signed financial statements shall also be attached in the form along with XBRL instance. However, the existing XBRL taxonomy shall continue to apply.
- Earlier there were 2 separate forms for filing standalone and consolidated financial statements, namely, AOC-4 and AOC-4 CFS. Now there shall be only one single form which shall ask if consolidation is applicable to the company. If yes option is selected, then CFS form shall be displayed. This same process shall be applicable in case of AOC-4 NBFC and AOC-4 NBFC CFS as well.
- Both e-form AOC-4 and e-form MGT-7 can now be filed by companies undergoing Corporate Insolvency Resolution Process as well.
Statutory auditor-related forms:
MCA has modified forms ADT-1 and ADT-3 relating to appointment and resignation of statutory auditor and has introduced new form ADT-4 by amending Companies (Audit and Auditors) rules.
Following are the key highlights of these new forms:-
- One new field relating to recommendation of audit committee is added to the form ADT-1. Audit committee’s recommendations relating to appointment of auditor can be entered here.
- Separate fields for mentioning firm registration number and membership number of signing audit partner are inserted. Earlier, either of the 2 things had to be mentioned.
- Form ADT-4 which was earlier just a format has now been converted into e-form ADT-4.. It is a form prescribed for auditor to report to the Central Government, in cases where in course of performance of his duties as statutory auditor, he has reason to believe that an offence of fraud, which involves or is expected to involve individually an amount of Rs. 1 crore or above, is being or has been committed against the company by its officers or employees.
Cost auditor related forms
In the process of migration to V3 portal, forms CRA-2 for appointment of cost auditor and form CRA-4 form for submitting cost audit report have also been amended. A new field has been is added in Form CRA-2 which is filed for intimating the Registrar of Companies about appointment of cost auditor asking whether the intimation of appointment is being filed due to amalgamation or demerger or appointment of auditor due to casual vacancy or addition of new products / services or any other reason. Earlier, if a transferor company had filed form CRA-2 and had undergone amalgamation or demerger and if the transferee company / resulting company was in process of filing cost audit report in form CRA-4, then there was no option to link the form CRA-2 filed by the transferor company to the transferee company / resulting company and it had to file fresh form CRA-2 before filing form CRA-4. Now there is a provision to link the filing done before amalgamation /demerger.
The cost audit report in form CRA-4 has to be filed in XBRL format.
Important dates with respect to migration
The Ministry has announced a proper date wise plan for role-out of this migration, so that all the stakeholders can plan very well in advance and the transition takes place smoothly. Following are the important dates which must be taken note of by stakeholders.
- The pay latter facility on MCA V2 portal shall be disabled on and from 8th June 2025.
- Filing of forms on MCA V2 portal shall be disabled on and from 18th June 2025. The stake holders are required to ensure that all the SRNs are paid and/or resubmitted.
- V3 portal of MCA shall remain down from 9th July 2025 to 13th July 2025. All argent filings on V3 portal need to be completed before 9th July 2025.
All the forms are proposed go live on MCA V3 portal on and from 14th July 2025.