The administration of the Companies Act, 1956, in the country is the job of the Ministry of Company Affairs. The MCA has four regional offices and 22 offices of the Registrar of Companies throughout the country mostly located in the capitals of different states. According to the Companies Act, every company, whether private or public, listed or unlisted, has to file an annual return and annual accounts with the Registrar of Companies.
The UPA government had announced of its intention to introduce e-governance in its functioning which would not only impart efficiency to the system, but also simplify and speed up the entire process of government administration. It would also bring in greater transparency. The ministry that has stolen a march over others is the Ministry for Company Affairs. On February 18, 2006, MCA launched its e-governance project called ‘MCA-21,’ by commencing the process of e-filing of company documents with the office of the Registrar of Companies (ROC) at Coimbatore. Later on, e-filing was launched in Delhi on March 18, 2006 and the same is expected to be launched in Mumbai on April 24, 2006.
E-filing is being gradually introduced in other ROC offices and by the end of April 2006, all ROC offices in the country will be accepting company documents in e-form. The Companies Act does not have a provision for e-forms and that requires an amendment in the Act. Accordingly, the Union Cabinet has approved the MCA’s proposal for introducing limited amendments in the Companies Act, 1956 to enable the smooth implementation of the MCA-21 project.
In the meantime, it has already become mandatory for companies to file documents on the basis of new e-forms with effect from February 28, 2006.
It should be noted that e-filing has a specific requirement to be complied with: the electronic forms have to be authenticated by the authorised signatories using digital signature as defined under the Information Technology Act, 2000. However, until the e-filing of forms becomes mandatory at all ROCs, the forms if physically filed, may be authenticated by an authorised signatory by affixing his signature manually. All signatories of a company including managing director, directors, manager or secretary authorised to sign the various forms to be filed with ROC, RD or MCA are required to obtain a digital signature certificate. An important change that is envisaged in e-filing is the pre-certification of company forms by practising professionals. This pre-certification can be carried out by Company Secretaries in whole-time practice as also by practising Chartered Accountants and Cost Accountants.
While the MCA-21 project is laudable, every company might not be having the necessary infrastructure to do e-filing. In order to provide assistance to such companies, the government is providing facilitation centres, also known as physical front offices at 53 places in the country.
Many investors have suffered at the hands of vanishing companies. The government has also not been able to trace the directors of many such companies, as they seem to have vanished alongwith their companies. To rectify this problem, the government has now decided to insist all the directors - new and existing - to obtain what is called a Directors Identification Number (DIN).
To get the DIN, an online application has to be filed. A provisional DIN will be issued after online filing. Thereafter, the printed detail of the fields entered has to be generated. A photo has to be attached on the form with proof of the residence duly attested by Notary/ Gazetted Officer/ Certified Professionals (CA/ CS/ ICWA). The same should then be submitted to the office of the Regional Director, Noida. The RD office will issue the DIN. A noteworthy feature of the DIN is that it is individual-specific and not company-specific. In other words, an individual has to obtain the DIN only once and then he can be a director of any company. Even if he resigns and joins the board of another company, the DIN will continue to be the same.
Once all the changes envisaged under MCA-21 project are put in place, it would prove a boon not only to the companies, but also to investors.
Autor: SD Israni
Quelle: The Financial Express, 01.04.2006
