ICSI A National E-governance Mission Notification 2006
MCA 21 – A National e-governance mission *
As you are aware that the Ministry of Company Affairs, Government of India has initiated MCA 21 Project as a National e-governance mission. MCA 21 is envisioned to introduce a service oriented approach in the design and to make the Corporate World globally competitive. The objectives of this project are as follows:
Business enabled to register a company and file statutory documents quickly and easily
Public to get 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
The MCA 21 is designed to automate processes related to the pro-active enforcement and compliance requirements under the Companies Act, 1956.
To implement the project, the Companies (Amendment) Act 2006 has been enacted to insert new sections 610B, 610C, 610D and 610E in the Companies Act, 1956 so as to make provision for electronic filing system and for payment of fees through electronic form under the said Act which are essential for the successful implementation of the MCA- 21 Project. After the proposed amendments to the Companies Act, 1956 have been enacted, the documents in electronic form duly authenticated with digital signatures shall be accepted under the provisions of that Act. The proposed electronic system also provides for multiple modes of payment of statutory fees.
The Act also provides for new sections 266A, 266B, 266C, 266D, 266E, 266F and 266G in the Companies Act, 1956 so as to, inter alia, provide for allotment of a unique Director Identification Number to any individual, intending to be appointed as a director in a company or to any existing director of a company, for the purpose of his identification as such, through electronic or other form and to provide for penalty for any violation in this regard. To make the e-governance a reality and to prescribe a legal framework for this flagship programme, this Act provides for, inter-alia;
1. Application for allotment of Director Identification Number
2. Allotment of Director Identification Number
3. Provisions relating to filing of application, documents inspection etc. through electronic form.
4. Power to Modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed)
Recent Notifications under Companies Act, 1956
1) MINISTRY OF COMPANY AFFAIRS
NOTIFICATION
EXTRA ORDINARY, PART II, SECTION 3, SUB-SECTION (i)}
New Delhi, the 10th February, 2006
G.S.R. 56 (E) In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with section 610A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Central Government’s) General Rules and Forms, 1956, namely:-
1. (1) These rules may be called the Companies (Central Government’s) General Rules and Forms (Amendment) Rules, 2006.
(2) They shall come into force on the date of their publication, in the Official Gazette.
2. In the Companies (Central Government’s) General Rules and Forms, 1956,-
(i) after sub-rule (2) of rule 3, the following sub-rules shall be inserted, namely:
“(3) The Forms prescribed in Annexure ‘A’ to these rules may be filed through electronic media or through any other computer readable media as referred under section 610A of the Companies Act, 1956 (1 of 1956).
(4) The electronic-form shall be authenticated by the authorized signatories using digital signatures, as defined under the Information Technology Act, 2000 (21 of 2000).
(5) The Forms prescribed in Annexure ‘A’, when filed in physical form, may be authenticated by authorized signatory by affixing his signature manually.”(ii) after rule 6, the following rules shall be inserted, namely: –
“6A. Section 159. – Every company having a share capital shall file the annual return with the Registrar together with the Form 20B.
6B. Section187C. – Every company shall file a return in the form 22B with the Registrar of the declaration made to it in compliance of section 153.”
(iii) after rule 7A, the following rules shall be inserted, namely: –
“7B. Section 220. – Every company shall file a balance sheet, profit and loss account and other documents with the Registrar together with the Form 23AC.
7C. Section 211. – Application to the Central Government for modification in the matters to be stated in the company’s balance sheet or profit and loss account shall be made in Form 23AAA.
7D. Sub-Section (8) of section 212. – Application for exemption from attaching the annual accounts of the subsidiary companies shall be made to the Central Government in Form 23AAB.
7E. clause (c) of sub-section (2) of section 205. – Application for not providing depreciation shall be made to the Central Government in Form 23AAC.”
(iv) after rule 10A, the following rule shall be inserted, namely:- “10AB. Section 295. – Application for giving loan, providing security or guarantee in connection with a loan shall be made to the Central Government in Form 24AB.”
(v) after rule 20A, the following rules shall be inserted, namely:-
“20B. Section 621A. Application under section 166, 210, 394, 560 and 621A of the Act shall be made to the Registrar of Companies in Form 61.
20C. Every company shall file documents with the Registrar of Companies under sections 18, 31, 44, 60, 77A, 488, 497, 509, 516, 551 and 555 of the Act and rule 313, 315, 327, 331, 335 of the Companies (Court)Rules 1959 and rule 10 of the Companies (Acceptance of Deposits) Rules, 1979 together Form 62.
20D. section 620A; – Application for declaration as nidhi company shall be made to the Central Government in Form 63.
20E. section 620A; – Application for opening branch or branches by a nidhi company, pursuant to notification number GSR 555(E) dated 26th July
2001, shall be made to the Central Government in Form 64.
20F; – Applications for extension of time or exemption under section 58A(8) and information and explanation on reservations and qualification contained in the cost audit report by a company under section 233B(7) of the Companies Act, 1956 shall be made to the Central Government in Form 65.”
(vi) in rule 22, after the second proviso, the following proviso shall be inserted, namely:-
“Provided also that, where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in the Companies (Fees on Applications) Rules, 1968 shall be payable through any of the accredited branches of the following Banks.
(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank”
(vii) in Annexure A; –
[F No 1/6/2005/CL.V]
(Jitesh Khosla)
Joint Secretary
Note: The Principal rules were published in the Gazette of India vide G.S.R. 432 dated the 18th January, 1956 and subsequently amended vide following notification in the Gazette of India.
| Serial Number | Number Notification | Notification Date |
|
1 |
SRO2535 | 1.11.1956 |
|
2 |
SRO3135 | 21.12.1956 |
|
3 |
SRO237 | 19.1.1957 |
|
4 |
SRO2105 | 29.1.1957 |
|
5 |
SRO3038 | 28.9.1957 |
|
6 |
SRO3867 | 7.12.1957 |
|
7 |
GSR48 | 22.2.1958 |
|
8 |
GSR723 | 23.8.1958 |
|
9 |
GSR750 | 30.8.1958 |
|
10 |
GSR1026 | 1.11.1958 |
|
11 |
GSR14 | 3.1.1959 |
|
12 |
GSR548 | 9.5.1959 |
|
13 |
GSR1140 | 17.10.1959 |
|
14 |
GSR1224 | 7.11.1959 |
|
15 |
GSR1364 | 12.12.1959 |
|
16 |
GSR220 | 27.2.1960 |
|
17 |
GSR595 | 28.5.1960 |
|
18 |
GSR195 | 18.2.1961 |
|
19 |
GSR814 | 24.6.1961 |
|
20 |
GSR1105 | 9.9.1961 |
|
21 |
GSR1408 | 25.11.1961 |
|
22 |
GSR653 | 12.5.1962 |
|
23 |
GSR344 | 2.3.1963 |
|
24 |
GSR628 | 13.4.1963 |
|
25 |
GSR97 | 16.1.196526. |
|
26 |
GSR822 | 12.6.1965 |
|
27 |
GSR1570 | 30.10.1965 |
|
28 |
GSR368 | 19.3.1966 |
|
29 |
GSR421 | 18.3.1966 |
|
30 |
GSR499 | 9.4.1966 |
|
31 |
GSR743 | 21.5.1966 |
|
32 |
GSR847 | 4.6.1966 |
|
33 |
GSR1266 | 13.8.1966 |
|
34 |
GSR130 | 20.1.1968 |
|
35 |
GSR667 | 30.6.1973 |
|
36 |
GSR327(E) | 10.6.1975 |
|
37 |
GSR414(E) | 16.7.1975 |
|
38 |
GSR2596 | 1.11.1975 |
|
39 |
GSR2828 | 13.12.1975 |
|
40 |
GSR154 | 31.1.1976 |
|
41 |
GSR248(E) | 24.3.1976 |
|
42 |
GSR627 | 14.5.1977 |
|
43 |
GSR24(E) | 9.1.1979 |
|
44 |
GSR1256 | 6.10.1979 |
|
45 |
GSR555(E) | 4.9.1982 |
|
46 |
GSR479(E) | 22.4.1988 |
|
47 |
GSR694(E) | 10.6.1988 |
|
48 |
GSR782(E) | 13.7.1988 |
|
49 |
GSR908(E) | 7.9.1988 |
|
50 |
GSR1032(E) | 26.10.1988 |
|
51 |
GSR449(E) | 17.4.1989 |
|
52 |
GSR510(E) | 24.5.1990 |
|
53 |
GSR795(E) | 18.9.1990 |
|
54 |
GSR289(E) | 31.5.1991 |
|
55 |
GSR614(E) | 3.10.1991 |
|
56 |
GSR754(E) | 26.12.1991 |
|
57 |
GSR312(E) | 6.3.1992 |
|
58 |
GSR353(E) | 26.3.1992 |
|
59 |
GSR484(E) | 11.5.1992 |
|
60 |
GSR581(E) | 27.8.1993 |
|
61 |
GSR621(E) | 24.9.1993 |
|
62 |
GSR286(E) | 1.3.1994 |
|
63 |
GSR598(E) | 28.7.1994 |
|
64 |
GSR697(E) | 20.9.1994 |
|
65 |
GSR283(E) | 21.3.1995 |
|
66 |
GSR424(E) | 26.5.1995 |
|
67 |
GSR251(E) | 21.6.1996 |
|
68 |
GSR97(E) | 28.2.1997 |
|
69 |
GSR126(E) | 1.3.1997 |
|
70 |
GSR16(E) | 6.1.1999 |
|
71 |
GSR23(E) | 12.1.1999 |
|
72 |
GSR130(E) | 23.2.1999 |
|
73 |
GSR788(E) | 29.11.1999 |
|
74 |
GSR58(E) | 17.1.2000 |
|
75 |
GSR363(E) | 27.4.2000 |
|
76 |
GSR638(E) | 26.7.2000 |
|
77 |
GSR836(E) | 24.10.2000 |
|
78 |
GSR24(E) | 15.01.2001 |
|
79 |
GSR35(E) | 24.01.2001 |
|
80 |
GSR51(E) | 31.01.2001 |
|
81 |
GSR96(E) | 14.02.2001 |
|
82 |
GSR330(E) | 07.05.2002 |
|
83 |
GSR5(E) | 03.01.2003 |
|
84 |
GSR479(E) | 12.06.2003 |
|
85 |
GSR580(E) | 24.07.2003 |
2)
Companies (Amendment) Regulations, 2006 – Insertion of Part F
NOTIFICATION NO. GSR 157(E), DATED 16-3-2006
In exercise of the powers conferred by sub-sections (5) and (8) of section 25 and subsection (2) of section 609, read with sub-section (2) of section 610A of the Companies Act,
1956 (1 of 1956), the Central Government hereby makes the following regulations further to amend the Companies Regulations, 1956, namely:
(31) (1) These regulations may be called the Companies (Amendment) Regulations, 2006.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Companies Regulations, 1956, after Part E, the following shall be added, namely:
PART F
Application, documents, licence, etc., in the electronic manner.
27. Any application or document or notice or declaration or statement required to be made or filed or furnished or sent or given, as the case may be, by any person under these regulations may also be made or filed or furnished or sent or given, as the case may be, in the electronic manner :
Provided that the provisions of this regulation shall not be applicable to the provisions of regulations 10 and 11 of Part C of these regulations.
28. Any certificate, licence, receipt or endorsement required to be given or granted or made or signed or acknowledged, as the case may be, by Regional Director or Registrar of Companies, may also be given or granted or made or signed or acknowledged, as the case may be, in the electronic manner.
29. Any document required or uthorized to be registered, recorded or filed by or with the Registrar of Companies under these regulations may be registered, recorded or filed by him in the electronic manner, subject to the compliance of the requirement of regulation 18 of Part E of these regulations.
30. The register or index required to be maintained by the Registrar of Companies pursuant to these regulations may also be maintained in electronic manner.
31. The inspection of documents registered, recorded or filed with Registrar of Companies may also be made in electronic manner through payment of fee in a manner as may be prescribed.
3)
Companies Act, 1956: Notification under section 637 A(1)
I
Notification No. G.S.R 202(E), dated 31st March, 2006.
In exercise of the powers by sub-section (1) of section 637A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following further amendments in the notifications of the Government of India , the erstwhile Ministry of Law, Justice and Company Affairs(Department of Company Affairs) No. G.S.R. 555(E), dated the 26th July, 2001,published in the Gazette of India, Part II, section 3, sub-section (i), dated the 26th July, 2001, namely :-
In the said notification, in clause (1),-
(i) in sub-clause (a), in item (vii), the following provisos shall be inserted,
namely :-
“Provided that those Nidhi companies which have adhered to all the provisions of the notifications may undertake the business as insurance brokers, locker providers and to provide advisory services to members with the prior approval of the regulatory Authority subject to any other law in force in this regard :
“ Provided further that their gross income from mortgage and jewel loan shall not fall below 80 per cent. Of gross income at any point of time during a financial year ;“
(31) in sub-clause (d), in item (i), in the first proviso, for the table, the following shall be substituted, namely :-
TABLE
Ratio of net owned fund Date by which Extended date by
to deposits (as on 31-3-2001) the company was which the company
required to achieve has to achieve the
the prescribed prescribed ceiling
ceiling of 1 :20 of 1 :20
(a) More than 1:20 but up to 1:25 By 31-03-2004 By 31-03-2007
(b) More than 1:25 but up to 1:40 By 31-3-2005 By 31-03-2007
I More than 1:40 but up to 1:80 By 31-3-2006 By 31-03-2007
(d) More than 1:80 and above By 31-3-2007 By 31-03-2007
(iii)in sub-clause (e), in item I, the following Explanation shall be inserted, namely :-
“Explanation.- Introduction and documentary evidence of new depositors shall include all criteria applicable to ‘know your customer norms’ prescribed by Reserve Bank of India before accepting deposits by non-banking finance bank companies”,
{iv) in sub-clause (g) after the words “a regional rural bank”, the following words shall be inserted ; namely :-
“or post office deposits in the name of the Nidhi company and not in the name of individuals”,
(v) in sub-clause (h), in item (ii), for the words “seven and half per cent.” The words “five per cent”. Shall be substituted;
(vi)in sub-clause (i),
(a) in item (i), for sub-item (A), the following shall be substituted, namely :-
“(A) have any person as director for a continuous period of more than ten years ;
Explanation.- Any break in continuous service a director of less than two years would be construed as holding office continuously :
Provided that where the tenure of any director already extended by Regulatory
Authority, it shall terminate on expiry of such extended tenure.”
(b) in para. (iii), in the proviso, after the words “interest thereon”
(c) the following shall be inserted :-
“if the company has not made provision in accordance with the regulations including
the time schedule and /or the company has not achieved the prescribed ratio of net fund to deposits.” Iafter item (vi), the following item shall be inserted, namely :-
“(vii) no person or firm appointed as statutory auditors of the company for a continuous period of five years, shall be reappointed as statutory auditor.
Explanation.-Firm includes any partner of the same firm or any associate of the same firm either in that capacity or in any other individual capacity. “;
4) Notification No. G.S.R 203(E), dated 31st March,2006.
In exercise of the powers conferred by sub-section (I) of section 637A of the Companies Act, 1956 (1 of 1956), the Central Government herby makes the following amendments in the notification of the Government of India, the erstwhile Ministry of Law, Justice and Company Affairs (Department of Company Affairs) No. GSR309 (E), dated 30th April,2002, published in the Gazette of India, Extraordinary, Part II, section 3, subsection(i), dated the 30th April, 2002, namely :-
In the said notification, in clause (1), in sub-clause (ii)-
(i) for the proviso to Explanation (5), the following shall be substituted, namely :-
“Provide that the Nidhi Companies or Mutual Benefit Societies incorporated on or before 26th July, 2001 shall make provisions in respect of loans disbursed end outstanding as on 31st March, 2002 for income reversal and non performing assets as per table given below :
TABLE
| For the year ended | Extent of provision |
| 31-03-2006 |
31-03-2007
31-03-2008
31-03-2009
31-03-2010
31-03-201150% of pretax profit as per published accounts
50% of pretax profit as per published accounts
Unprovided balance on an equal basis over the balance 4 years
Provided further that a Nidhi company or a Mutual Benefit Society may make the provisions exceeding the above limits :
Provided also that the accounts for the year ending on 31st March, 2006 and the accounts for succeeding years should clearly indicate the total amount of provision to be made on account of income reversal and non performing assets remaining unrealized by notes on accounts and the amount provided in that year and the balance amount to be provided, till the entire amount of income recognized without providing for nonperforming assets and the amount remain unprovided for non-performing assets as on 31st March, 2002
Provided also that it shall be the duty of the statutory auditor to certify that the note exhibit true and fair view of the same”;
{F. No. 4/6/2004-CL-VI}
*Compiled by Secretariat, Corporate and Allied Laws Committee