MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT PRESENTATION ON MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT

JUNE 28, 2008 PRESENTED BY CS SAMIR MUKUNDRAI PATHAK PARTNER, MJP Associates Practising Company Secretaries. Rajkot Page 1 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT Introduction :Companies are required to file a number of documents with the ROC offices in compliance of the statutory provisions of the Companies Act. Beginning with about 20,000 companies at work in 1956, the number of companies registered has now reached about 7.25 lacks as on 31st march 2006 and a large number of new companies are being incorporated every year. In order to provide prompt and efficient services to these companies, the MCA envisaged transferring the business processes of the office of the ROC to the e- governance mode in form of a project titled MCA-21. This project related to filing of necessary documents/ forms/ application under the companies Act with the offices of the ROCs, the offices of the Regional Directors and the Central Government. Restructure of forms To facilitate electronic filing, the forms prescribed for various purposes like filing returns with the Registrars of Companies or filing applications with the Registrars, Regional Directors or the Central Government have been restructured to facilitate such filing In this process, some forms have been combined and some omitted. Amendments to Companies Act relating to e-governance Companies (Amendment) Act, 2006 has been passed to make legislative changes for introduction of e-governance New sections 266A to 266G and 610B to 610E have been inserted in Companies Act and section 253 is amended. Section 610B (1) empowers Central Government to make rules for electronic filing of various returns, documents etc. Section 610C empowers Central Government to modify Companies Act for purpose of electronic records.

Section 610D states that Central Government can provide value added services through electronic form and levy fees for the same. Information Technology Act, 2000 shall apply to the electronic records to the extent the Page 2 of 9 provisions are not inconsistent with Companies Act. MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT SERVICES AVAILABLE ON MCA 21 The following services are available under MCA21 Project: Registration and incorporation of new companies Filing of Annual returns and Balance Sheets. Filing of Forms required to be filed with ROC. Registration and verification of charges. Inspection of various documents. Requisition of certified copies. KEY BENEFITS OF MCA21 PROJECT 1. On-line incorporation of companies. 2. Simplified and easy mode to filing of Forms /Returns 3. Registration as well as verification of charges anytime and from anywhere. 4. Inspection of public documents of companies anytime from any where. 5. Building up a centralized database 6. Enhanced service level fulfillment and customer relationship building. 7. Total transparency through e Governance. 8. Timely redressal of investor grievances 9. Availability of more time for MCA employees for qualitative analysis of corporate information. STEPS FOR E- FILING OF FORMS AND DOCUMENTS Corporate Identity Number (CIN) Digital Signature Certificate (DSC) Director Identification Number (DIN) Registration Process Downloading e-form Completing e-form Submission of e- form Submission of original papers in physical term in some cases. Pre certification by professionals. Payment of fees. Procedure after submission of e-form Virtual front office Physical front office Page 3 of 9 Certified filing centres MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT Brief Description of all the above steps are as under:[1] Corporate Identity Number (CIN) Each company (Indian or foreign) has a unique CIN (Corporate Identity Number). This is

required to be quoted on all forms. Once the number is given , company details are automatically filled in by using pre-fill function. [2] Digital Signature Certificate (DSC) Second step towards gearing up for e-filing is directors or authorized representatives of a company (including branches of foreign companies) engaged in signing documents and professionals (Company Secretaries of Chartered Accountants or ICWA or Advocates) who wish to attest documents that will be e-filed, will need to obtain a Digital Signature from Certifying Authorities. [3] Director Identification Number (DIN) Third step for the purpose of e-filing the e-forms with ROC through MCA portal is that all the existing Directors and present persons intending to become directors of the company will have to obtain Director Identification Number (DIN). [4] Registration process Fourth step towards gearing up for e-filing is there registration process. The registration process can be completed through following steps: [5] Downloading of e-Form E- Forms are freely downloadable in PDF format (public document format). Software is available for downloading PDF format through Acrobat Reader. The instruction kit for each e-form would also be available along with the e-forms. Page 4 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT [6] Preparation for completing e-Form Filing of a form can be online or offline. Each form has to be signed digitally. For simplified form filling ,pre-fill option is available in the form. Forms have built in facility of check and validation. This can be done by clicking Check Form. Form can be modified by clicking modify button. Automated pre-scrutiny step is available to ensure that e-form is complete in all respects and is good for filing. [7] Submission of e-form e-filing can be done only if connected to the internet. Submission of the form has to be made at the MCA21 portal only After form is submitted ,it will go into MCA central document repository. [8] Attachments to e-forms Attachments should be scanned or converted into PDF format The size of each attachments should be in the range 1 to 2 MB. [9] Submission of original paper in physical form in some case. stamped documents Original Order of CLB, High Court [10] Pre- certification by professionals Form Nos.2, 3, 5, 10, 17,18, 23, 24AB and 32 are required to be pre-certified. Form No. 1 can be signed by PCS ,CA or Advocate. [11] Payments of fees Credit Card

 Internet Banking Remittance at the Bank Counter through Challan. Any other mode as approved by the Central Government. Page 5 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT [12] Procedure after submission of e-form Banks will authorize transactions after which after which the documents will be electronically forwarded to appropriate MCA employee for back office work. He will affix his digital Signature for registering/ approving / rejecting the form. After the processing of e form is completed, an acknowledgement by email is sent to user regarding approval / rejection of form submitted. Status Monitoring Waiting for payment Transaction cancelled payment not received Work in progress Waiting for user information Held in abeyance Approval Required resubmission Rejected Status of a document submitted can be checked by entering SRN (Service Request Number). Payment status can also be viewed with the help of SRN (Service Request Number). [13] Virtual Front Office (VFO) A company having following facilities can file documents itself 9 A personal computer (P-4) with Windows 2000 or Windows XP 9 Web browser-Internet Explorer 6.00 or above (It can be downloaded free of cost from MCA website) 9 Adobe Acrobat Reader 7.0.5 or above (It can be downloaded free of cost from MCA website) 9 Winzip 8.0 9 Scanner (at least 600 dpi) for scanning of paper documents to be filed as attachments to e-form. 9 Printer for printing bank payment challan or service fee bill. Page 6 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT [14] Physical Front Offices (PFO) The companies which do not have the aforesaid facilities can use Physical Front Offices (PFO). Such PFO will be established throughout the country. Presently, such PFO are proposed in 53 cities. Some Significant Points for e-filing : 9 Only newly notified e-forms will need to be submitted. 9 The filing will be done only through the portal MCA 21 9 Stamp duty will be paper based. 9 Pre-certification of certain e-forms by CS/CA/ICWA (in whole time in practice) is mandatory requirement only for limited forms. 9 Digital Signature Certificate (DSC) is required for filing all the e-forms.

9 The forms may be filed online or offline Inspection of documents AND Obtaining Certified Copy The documents filed online , on record by ROC Offices, shall be available for public viewing on payment of requisite fees. A certified copy of the documents can also be obtained Page 7 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT ANNEXURE A A Director Identification Number and Corresponding Amendment in Companies Act, 1956 9 Certain amendments have been made by the Companies (Amendment) Act,2006.Section 253 of Companies Act is inserted to provide that no company shall appoint or reappoint a person as director , unless DIN has been allotted to him. 9 Section 226A provides that every Director must apply for Obtaining DIN. It is provided that once he submits application for DIN, he can be appointed as director. 9 Section 266B provides that the Central Government Will allot DIN to an applicant in prescribed manner. 9 Section266C provides that a person can not have more than one DIN. 9 Section 266D casts duty on every director to inform his DIN to company within one month from receipt of number from the central Government. 9 Section 266E imposes obligation on every company to intimate DIN to ROC within one Week of receipt of information under section 266D.The director must quote his DIN in every return and information under companies Act. 9 Section266G provided penalty for contravention of sections 266A,266B,266D or266E,which can be up to Rs.5000 plus Rs.500 for every day during Which the offence continues. DIN Complete Procedure Step by step Process is as under: Step I. Obtain provisional DIN T Step II. Pay Din application fee Step III. Dispatch DIN application to MCA DIN Cell Processing of DIN application Steps after approval of DIN : (Applicable only for existing directors appointed upto 30th June, 2007) Intimate approved DIN to your Companies Company to intimate your DIN to ROC Post-approval changes in particulars of DIN-1 Page 8 of 9 MCA 21:- E-FILING OF DOCUMENTS UNDER COMPANIES ACT [2] Digital Signatures Under MCA21 Digital signature Certificate (DSC) are the equivalent (that is electronic format) of physical or paper certificates. Examples of physical certificates are drivers licenses, passports or membership cards. Certificates serve as a proof of identity of an individual for a certain purpose; for example a drivers license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove the identity, to access information or services on the Internet or to sign certain documents digitally.

Who issues the Digital Signature Certificate ? A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate. In India, CA operates under the license of Ministry of Information Technology and as per the rules & regulations stipulated in IT Bill 2000. PKI creates certificate document, which is digitally signed by a CA acting as trusted Third Party (TTP). These certificates are signed using the CAs private key. [c] Role Check Role Check has been implemented w.e.f. 1st July, 2007 on MCA portal. This implies if the eform is not digitally signed by authorised person; then it shall not be accepted on MCA21 portal. The check shall be performed for Director Signatory (Manager/Secretary) Practising Professional Register your DSC now by clicking on Register Digital Signature icon. Register Digital Signature Certificate Step by step Process for Director Step by step process to be followed for registration of Directors DSC is as under: Click on the 'Register DSC' link available on the MCA portal homepage. On the next screen, click on the 'Director' Please ensure that the DIN is approved and typed correctly. Click on the 'Next' button. The system would verify the details. Click on the 'Select Certificate' button to browse and select the certificate. Page 9 of 9