Company Law in A Computerized Environment :
Section 398 of the Companies Act, 2013 empowers the Central Government to make rules in regard to filing of various applications, documents, returns etc. service or delivery of documents, notice or communication etc., maintenance of various applications, documents and returns filed etc. in the electronic form.
Ministry of Company Affairs (MCA), has initiated MCA 21 program, for easy and secure access to MCA services in a manner that best suits the businesses and citizens.
The program goals have been set as follows keeping in mind stakeholders’ needs:
♦ Business shall be enabled to register a company and file statutory documents quickly and easily
♦ Public to get easy access to relevant records and effective grievances redressal
♦ Professionals to be able to offer efficient services to their client companies
♦ Financial Institutions to easily find charges registration and verification
♦ Employees to ensure proactive and effective compliance of relevant laws and corporate governance
Procedure of electronic filing: In order to carry out e-filing on MCA21 you have facility to download the eform and fill it in an offline mode. Every form has the facility to pre-fill the data available in MCA21 system. Once the e-form is filled you would need to validate the e-form using Pre-scrutiny button. You would then have to affix the relevant digital signatures and save the form. You would need to be connected to the internet to carry out the pre-fill and prescrutiny functions. The step by step process is given below. The filled up e-form as per relevant instruction kit needs to be uploaded on the MCA21 portal. On successful upload, the Service request number would be generated and you would be directed to make payment of the statutory fees. The step by step process is given below. Once the payment has been made the status of your payment and filing status can be tracked on the MCA21 portal by using the ‘Track Your Payment Status’ and ‘Track Your Transaction Status’ link respectively.
Steps for the e-filing: Following are the steps given below to proceed to do eFiling:
1. Select a category to download an eForm from the MCA 21portal (with or without the instruction kit)
2. At any time, can read the related instruction kit to familiarize with the procedures (download the instruction kit with eform or view it under Help menu).
3. Fill the downloaded eForm.
4. Attach the necessary documents as attachments.
5. Use the Prefill button in eForm to populate the grayed out portion by connecting to the Internet.
6. The applicant or a representative of the applicant needs to sign the document using a digital signature.
7. Need to click the Check Form button available in the eForm. System will check the mandatory fields, mandatory attachment(s) and digital signature(s).
8. Upload the eForm for pre-scrutiny. The pre-scrutiny service is available under the Services tab or under the eForms tab by clicking the Upload eForm button. The system will verify (pre-scrutinize) the documents. In case of any inadequacies, the user will be asked to rectify the mistakes before getting the document ready for execution (signature).
9. The system will calculate the fee, including late payment fees based on the due date of filing, if applicable.
10. Payments will have to be made through appropriate mechanisms – electronic (credit card, Internet banking) or traditional means (at the bank counter through challan).
(a) Electronic payments can be made at the Virtual Front Office (VFO) or at PFO
(b) If the user selects the traditional payment option, the system will generate 3 copies of pre-filled challan in the prescribed format. Traditional payments through cash, cheques can be done at the designated network of banks using the system generated challan. There will be five banks with estimated 200 branches authorized for accepting challan payments.
11. The payment will be exclusively confirmed for all online (Internet) payment transactions using payment gateways.
12. Acceptance or rejection of any transaction will be explicitly communicated to the applicant (including facility to print a receipt for successful transactions).
13. MCA21 will provide a unique transaction number, the Service Request Number (SRN) which can be used by the applicant for enquiring the status pertaining to that transaction.
14. Filing will be complete only when the necessary payments are made.
15. In case of a rejection, helpful remedial tips will be provided to the applicant.
16. The applicants will be provided an acknowledgement through e-mail or alternatively they can check the MCA portal.
Program Scope
MCA 21 program will provide for anytime anywhere electronic services with speed and certainty to all the stakeholders. It will include:
♦ Design and development of application system
♦ Setting up of IT infrastructure
♦ Setting up the Digital Signature/PKI delivery mechanisms and associated security requirements
♦ Setting up of Physical Front Offices (PFOs)
♦ Setting up of temporary FOs for the peak periods to meet with the requirements and subsequent shutdown of temporary FOs at the end of such peak periods
♦ Migrating legacy data and digitization of paper documents to the new system
♦ Providing MCA services to all MCA 21 stakeholders in accordance with the Service Oriented Approach
♦ Providing user training at all levels and all offices (Front and Back Offices)
The MCA 21 is designed to automate processes related to the proactive enforcement and compliance of the legal requirements under the Companies Act, 1956. However, it does not include processes related to OL.
Key Benefits
MCA 21 seeks to fulfill the requirements of the various stakeholders. The key benefits of MCA 21 project are the back office process relates to:
♦ Expeditious incorporation of companies
♦ Simplified and ease of convenience in filing of Forms/ Returns
♦ Better compliance management
♦ Total transparency through e-Governance
♦ Customer centric approach
♦ Increased usage of professional certificate for ensuring authenticity and reliability of the Forms / Returns
♦ Building up a centralised database repository of corporate operating
♦ Enhanced service level fulfillment
♦ Inspection of public documents of companies anytime from anywhere
♦ Registration as well as verification of charges anytime from anywhere
♦ Timely redressal of investor grievances
♦ Availability of more time for MCA employees for monitoring and supervision.
The MCA-21 Programme also introduces the concept of Director Identification Number (DIN), which is a unique identification number being issued to all directors. All directors, be it those of existing companies or first time directors, will need to register themselves online for obtaining the DIN.
Annexure
Sections which are yet to be notified
97. Power of Tribunal to call annual general meeting
(1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient:
Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act.
98. Power of Tribunal to call meetings of members, etc.
(1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles of the company, the Tribunal may, either suo motu or on the application of any director or member of the company who would be entitled to vote at the meeting,—
(a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit; and
(b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act or articles of the company:
Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any order made under sub-section (1) shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted.
99. Punishment for default in complying with provisions of sections 96 to 98.
If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.