General Circular No. 05/2023

File No. Policy-02/01/2023-CL-V-MCA
Government of India
Ministry of Colporate Affairs

To

The Director General of Corporate Affairs,
All Regional Directors,
All Registrars of Companies,
All Stakeholders.

Subject: Filing of Forms GNL-2 (filing of prospectus related documents and private
placement), MGT-14 (filing of Resolutions relating to prospectus related documents and
private placement), PAS-3 (Allotment of Shares), SH-8 (letter of offer for buyback of own
shares or other securities), SH-9 (Declaration of Solvency) and SH-llQeturn in respect of
buy-back of securities) due to migration from V2 Version to V3 Version in MCA 21 Portal
from 22.02.2023 to 31.03.2023-reg

Sir/madam,

Representations have been received in the Ministry requesting for clarification about filing
of Form GNL-2, for the purposes of filing prospectus related documents, MGT-14, PAS-3 and
SH-8 during 22.02.2023 to 31.03.2023 due to process of stabilization of 45 foms launched with
effect from 23.01.2023. The stakeholders have further stated that such forms required to be filed
due to time bound activities.

2. 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 private placement),
(ii) MGT-14 (filing of Resolutions relating to prospectus related documents, private placement),
(iii) PAS-3 (Allotment of Shares), (iv.) SH-8 (letter of offer for buyback of own shares or other
securities), (v.) SH-9 (Declaration of Solvency) and (vi.) SH-11 Qetum in respect of buy-back of
securities) from 22.02.2023 to 31.03.2023 on the MCA-21 Portal may file such Form in physical
mode duly signed by the persons concerned 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, the company shall also file the relevant Form in electronic
form on MCA-21 Portal alongwith fee payable as per Companies (Registration Offices and Fees)
Rules, 2014

3. As clarified by General circular Number 04/2023 dated 21.02.2023 no additional fees will
be levied as referred in the said circular.

4. This issues with the approval of the competent Authority.

Encl.: As above

Yours faithfully

(KMS Narayanan)
Deputy director
Telephone No. 011-2338-7263

Copy to:-
1. e-Governance section with a request to place this circular on the Ministry’s website
2. File No. Policy-17/150/2022-CL-V-MCA
3. Guard File

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