Section 398 empowers Central Government for making rules relating to filling of documents with registration Offices or Registrar of Companies.
Manner and conditions of filing
Every application, financial statement, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars or document or any notice, or any communication or intimation required to be filed or delivered or served under the Act and rules made there under, shall be filed or delivered or served in computer readable electronic form, in portable document format (.pdf) or in such other format as
has been specified in any rule or form in respect of such application or form or document or declaration to the Registrar through the portal maintained by the Central Government on its web-site or through any other website notified by the Central Government. [Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
Where the documents are required to be filed on Non-Judicial Stamp Paper, the company shall submit such documents in the physical form, in addition to their submission in electronic form, unless the Central Government, by an order, does not require submission in physical form and proof of delivery of documents submitted in physical form shall be scanned and form part of attachment to the e-form. [First Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
If stamp duty on such documents is paid electronically through the portal maintained by the Central Government or through any other website notified by the Central Government, then, the company shall not be required to make physical submission of such documents, in addition to their submission in the electronic form. [Second Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
In respect of certain documents filed under the Act which are not covered for payment of stamp duty through the portal of the Central Government, and stamp duty payable on such documents in the respective State is equal to or less than one hundred rupees, the company shall scan such stamped documents complete in all respects and shall file electronically for evidencing by the Registrar and shall not be required to submit such documents, except those which are required to be filed for compounding of offences or adjudication of penalties or applications to Central Government or Regional Director in the physical form separately. [Third Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
Unless otherwise stated in any law for the time being in force, the company shall retain such documents duly stamped in original permanently for the documents relating to incorporation and matters incidental thereto, changes in any of the clauses of the Memorandum and Articles of Association and in other cases for a minimum period of eight years from the date of filing of the documents and shall be required to produce the same as and when the same is required for inspection and verification by the competent authority under any law for the time being in force. [Forth Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
Any correspondences (physically or electronically) and documents to be filed by any person shall contain name, designation, address, membership number or Director Identification Number, as the case may be, of the person signing such document and make sure correctness thereof and in no case, correspondence, merely with signature and writing authorised signatory shall be acceptable. [Fifth Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
No request for recording any event based information or changes shall be accepted by the Registrar from such defaulting companies, unless they file their updated Balance Sheet and Profit and Loss Account and Annual Return with the Registrar of Companies except,-
- filing of order of Court or other authorities,
- Balance Sheet and Profit and Loss Account,
- Compounding application,
- Form for transfer of money to Investor Education and Protection Fund,
- Application for removal of the Auditor and
- GNL-1 for making company active. [Sixth Proviso to Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]
Authentication of Documents
An electronic form shall be authenticated by authorised signatories using digital signature. [Rule 8(1) of the Companies (Registration Offices and Fees) Rules 2014]
Where there is any change in directors or secretaries, the form relating to appointment of such directors or secretaries has to be filed by an continuing director or the secretary of the company. [Rule 8(2) of the Companies (Registration Offices and Fees) Rules 2014]
The authorised signatory and the professional, if any, who certify e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form. [Rule 8(3) of the Companies (Registration Offices and Fees) Rules 2014]
Every person authorised for authentication of e-forms, documents or applications etc., which are required to be filed or delivered under the Act or rules made there under, shall obtain a digital signature certificate from the Certifying Authority for the purpose of such authentication and such certificate shall not be valid unless it is of class II or Class III specification under the Information Technology Act, 2000 (21 of 2000). [Rule 8(4) of the Companies (Registration Offices and Fees) Rules 2014]
The electronic forms required to be filed under the Act or the rules thereunder shall be authenticated on behalf of the company by the Managing Director or Director or Secretary of the Company or other key managerial personnel. [Rule 8(5) of the Companies (Registration Offices and Fees) Rules 2014]
Scanned image of documents shall be of original signed documents relevant to the e-forms or forms and the scanned document image shall not be left blank without bearing the actual signature of authorized person. [Rule 8(6) of the Companies (Registration Offices and Fees) Rules 2014]
It shall be the sole responsibility of the person who is signing the form and professional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act, and rules made thereunder to the forms or application or returns filed. [Rule 8(7) of the Companies (Registration Offices and Fees) Rules 2014]
The documents or form or application filed may contain a power of attorney issued to an Advocate or Chartered Accountant or Cost Accountant or Company Secretary who is in whole time practice and to any others person supported by Board resolution to make representation to the registering or approving authority failing which a Director or key managerial personnel can make representation before such authority. [Rule 8(8) of the Companies (Registration Offices and Fees) Rules 2014]
Where any instance of filing document, application or return etc, containing a false or misleading information or omission of material fact, requiring action under section 448 or section 449 is observed, the person shall be liable under section 448 and 449 of the Act. [Rule 8(9) of the Companies (Registration Offices and Fees) Rules 2014]
Without prejudice to any other liability, in case of certification of any form, document, application or return under the Act containing wrong or false or misleading information or omission of material fact or attachments by the person, the Digital Signature Certificate shall be de-activated by the Central Government till a final decision is taken in this regard. [Rule 8(10) of the Companies (Registration Offices and Fees) Rules 2014]
I do not understand how Central Government under the Companies Act 2013 has power to a Digital Signature Certificate issued under the Information Technology Act, 2000. At most, Central Government under the Companies Act 2014 and Rule made thereunder, deny acceptance of a document digitally signed by such “accused person”.
The Central Government shall set up and maintain for filing of electronic forms, documents and applications, and for viewing and inspection of documents in the electronic registry or for obtaining certified copies thereof-
- a website or portal to provide access to the electronic registry; and
- as many Registrar’s Facilitation Offices as may be necessary and at such places and for such time as the Central Government may determine. [Rule 8(10) of the Companies (Registration Offices and Fees) Rules 2014]
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