E-Governance in Company Law

E-governance is an important initiative of the government, which utilizes information technology in performing various activities from the doorstep of the company itself.

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Introduction

E-governance is an important initiative of the government, which utilizes information technology in performing various activities from the doorstep of the company itself. The article analyses how currently E-governance is being implemented from the portal of the Ministry of Corporate Affairs thus far and its importance under the new law as well.

1. E-Governance through Ministry of Corporate Affairs

The Ministry of Corporate Affairs is relevant portal for all its stakeholders, which include the following:

  • One Million Plus companies incorporated under the Companies Act, 1956 /2013
  • 28,000 entities under Limited Liability Partnership
  • Chartered Accountants
  • Companies Secretaries
  • Cost Accountants

Earlier known as Department of Company Affairs, since 2004 it is known as Ministry of Corporate Affairs. From 2008, MCA is e-governance portal of the Ministry of Corporate Affairs. The portal offers the following services:

(a) Electronic filing: As a part of Annual e-Filing, Companies incorporated under the Companies Act, 1956 are required to e-file the following documents with the Registrar of Companies (RoC):

  • Profit & Loss Account Form 23ACA to be filed by all Companies
  • Annual Return Form 20B to be filed by Companies having share capital
  • Annual Return
    Form 21A to be filed by companies without share capital
    Compliance Certificate Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 Crore
Balance-Sheet Form 23AC to be filed by all Companies
Profit & Loss Account Form 23ACA to be filed by all Companies
Annual Return Form 20B to be filed by Companies having share capital
Annual Return Form 21A to be filed by companies without share capital
Compliance Certificate Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 Crore

Similarly for annual e filing of documents the portal provide the option of filing.

(b) Changing Company Information

The portal of MCA provide for any company to change the following informations:

Approval of names/change of names of company
  • Form INC-1 is required to file for name approval. Approval of change of object of company.
  • After the name gets approved, applicant is required to file form MGT-14 (necessary resolution for alteration of MOA and AOA) and
  • Form INC-24 to give effect to change in name.
Conversion of Public company to a private company and vice a versa
  • By filing Form MGT-14 (Alteration of MOA and AOA) and
  • Approval of Form INC-27
Change of Director/ Managing Director/COO/CFO/Company Secretary
  • By filing Form No. DIR-12 with ROC within 30 days from date of such change takes place.
Changing the Registered Office of the Company
  • To change its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.
  • Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, Form MGT-14 and Form INC-22 are required to be filed to ROC to give effect to such change.
  • In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another, it needs to file following forms to give effect to such change. These forms are:
    (i) Form MGT-14
    (ii) File application with Central
    Government in Form No. INC-23
    (iii) Form INC-28
    (iv) Form INC-22
To increase the authorized capital of the company
  • A company can increase its authorized capital by filing Form SH-7.
  • Subscribed capital and paid up capital of the company gets increased on filing and approval of Form PAS-3 (Return of allotment of shares).
Conversion of Private Limited Company to Public Limited Company
  • By filing Form MGT-14 for registration of such resolution passed by the company (Alteration of MOA and AOA) and filing of Form INC-27.
To register a charge or make modification in registered charges
  • You need to file Form CHG-1 for registration or modification of a registered charge.
To report repayment or satisfaction of registered charges
  • You need to file Form CHG-4 (satisfaction of charge). This form is applicable for both the type of charges.
Alteration of Company Information by Foreign Company A foreign company can change its information by filing Form FC-2 and Form FC-3. Form FC-2 is required when there
is –

  • Alteration in the charter, statute or memorandum and articles of association,
  • Alteration in Address of the registered or principal office
  • Alteration in directors and secretary of a foreign company.
  • Similarly, Form FC-3 is required to give notice in case of –
    (i) Alteration in the address of principal place of business in India of a foreign company

    (ii) Annual accounts and list of places of business established in India by a foreign company

    (iii) Cessation to have a place of business in India.

(c) Registration of a Company: The companies can incorporate through MCA portal. The portal also provides for registration of the companies under the section 8 of the Companies Act and Foreign Companies as well.

(d) Digital Signature Certificate Services: The Information Technology Act, 2000 has provisions for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is secure and authentic way to submit a document electronically. As such, all filings done by the companies/LLPs under MCA21 e-Governance programme are required to be filed using Digital Signatures by the person authorized to sign the documents.

(e) Director Identification Number Services: The concept of a Director Identification Number (DIN) was introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified.

(f) Track SRN/ Transaction Status: A facility has been made available to the general public to view master details of any company/LLP registered with Registrar of Companies. This facility may be availed by clicking “View Company Master Data”. A similar facility has also been made available in respect of the ‘Register of Charges’ for the companies/LLPs by clicking on to the ‘View Index of Charges’ and for the viewing the details of the signatories of any company/LLP by clicking on ‘View Signatory Details’.

(g) Public Search of Trademarks

(h) View Public Documents

(i) Online grievance redressal mechanism

2. Investors Complaint through MCA Portal

Investors can address his complaint at the portal for which they require the following:

  • Corporate Identity Number (CIN) and Global Location Number (GLN)
  • Address of registered office
  • Nature of complaint registered include related to-

    (i) Shares/Dividend,
    (ii) Debenture/Bond;
    (iii) Fixed deposit/non-receipts of amounts;
    (iv) Non-filing of return of cessation of director form 32;
    (v) Other complaints

For each complaint, company is required to use separate form.

The e-form filled at this portal goes straight to the site of concerned ROC. However, the complaint against the Non-Banking Financial Institutions and Plantation Companies is not heard at this portal.

3. Corporate Sewa Kendra

For any issue pertaining to Company’s Registration, E-filing and view public documents, the companies can approach the Corporate Sewa Kendras. A special DIN Cell for queries relating to DIN has also being created.

4. Company Law 2013 and E-Governance

(a) List of Documents to be maintained in electronic form: The following documents under the New Company Act are required to be maintained in either paper of electronic form:

1. The books of account

2. Deeds

3. Vouchers

4. Writings

5. Documents[1]

6. Minutes of Meetings

7. Registers

8. Register of companies maintained by the Registrar

(b) Records of Company to be maintained in Electronic Form: Every listed company or a company having not less than 1000 shareholders, debenture holders and other security holders, shall maintain its records in electronic form.

(c) Postal Ballot: A company shall pass resolutions only by postal ballot in respect of such items of business as declared by the Central Government. In postal ballot voting is done by post or electronic means within 30 days of dispatch of notice.

(d) Payment of dividend: Section 123 of the New Act provides that any dividend payable in cash may be paid by: cheque or warrant or in any electronic mode to the shareholder entitled to the payment of the dividend.

(e) Passing of Resolution By Circulation: Section 175 of the New Act provides that a resolution shall be deemed to have been duly passed by the Board of Directors, by circulation, only when it has been circulated in draft, together with the necessary papers, by hand delivery or by post or by courier, or through such electronic means which may include E-mail or fax.

(f) Voting through electronic means: Every listed company or a company having not less than 1000 shareholders, shall provide to its members facility to exercise their right to vote at GM by electronic means. A member may exercise his right to vote at any GM by electronic means and company may pass any resolution (ordinary/special) by electronic voting system.

(g) Notice of Meetings: A record of any failed transmissions of notices and subsequent re-sending shall be retained by or on behalf of the company as ‘‘proof of sending’’. The Company shall not be held responsible for failure in transmission beyond its control. If the member doesnot provide an updated e-mail address, the company shall not be in default.

(h) Notice of Meetings Rule 18, Companies (Management and Administration) Rules, 2014 A company may give notice of meeting through electronic mode. A notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or URL for accessing such notice and simultaneously be placed on company’s website. ‘‘Electronic mode’’ shall mean any communication sent by a company through its authorized and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the member.

(j) Notice of Meetings Board meeting shall be called by giving not less than 7 days’ notice, which may be sent by electronic means. General meeting may be called by giving not less than clear 21 days’ notice through electronic mode in prescribed manner.

(k) Service of Documents: A document may be served on a company electronically. A document may be served on Registrar or any member by sending it in electronic mode

(l) Inspection and copies of records maintained in electronic form: Company shall allow inspection in records in electronic form or provide copies of those records containing a clear reproduction of the whole or part thereof, on payment of not exceeding ten rupees per page.


Conclusion

The Cabinet Committee on Economic Affairs approved continuation of MCA21 project for its second cycle from January 2013 to July 2021. The Corporate Affairs Ministry would extend e-governance to various related offices such as the Serious Fraud Investigation Office (SFIO) and Company Law Board (CLB) in the second cycle. New services like SMS and mobile enabled interfaces will be provided for improved service delivery. The government today approved the continuation of e-governance initiative MCA21, related to compliance of companies with various laws, till July 2021. An initiative of the Corporate Affairs Ministry, MCA21 is designed to fully automate all processes related to enforcement and compliance of the legal requirements under the Companies Act.

[1] (a) Documents included under Section 2(36) “document” of the New Act which inlcudes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise