Topic-wise Marks Distribution I-7 PART A COMPANY LAW, PRINCIPLES & CONCEPTS Chapter 1 INTRODUCTION TO COMPANY LAW 1.3 Chapter 2 PROSPECTUS AND ALTERATION OF SHARE CAPITAL 2.1 Chapter 3 SHARE, SHARE CAPITAL AND SHAREHOLDERS 3.1 Chapter 4 MEMBERSHIP 4.1 Chapter 5 DEBT INSTRUMENTS AND DEPOSITS 5.1 Chapter 6 CHARGES 6.1 Chapter 7 DISTRIBUTION OF PROFITS AND DIVIDEND 7.1 Chapter 8 CORPORATE SOCIAL RESPONSIBILITY 8.1 Chapter 9 ACCOUNTS, AUDIT AND AUDITORS 9.1 Chapter 10 TRANSPARENCY AND DISCLOSURES 10.1 Chapter 11 INTER-CORPORATE LOANS, INVESTMENTS, GUARANTEES AND SECURITY, RELATED PARTY TRANSACTIONS 11.1 Contents I-5
I-6 CONTENTS Chapter 12 REGISTERS AND RECORDS 12.1 Chapter 13 CORPORATE RE-ORGANIZATION 13.1 Chapter 14 MCA-21 AND FILING OF XBRL 14.1 Chapter 15 GLOBAL DEVELOPMENTS 15.1 PART B COMPANY ADMINISTRATION AND MEETINGS - LAW AND PRACTICES Chapter 16 DIRECTORS 16.3 Chapter 17 APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL 17.1 Chapter 18 MEETINGS OF BOARD AND ITS COMMITTEE 18.1 Chapter 19 BOARD CONSTITUTION AND ITS POWER 19.1 Chapter 20 GENERAL MEETINGS 20.1 Chapter 21 VIRTUAL MEETINGS 21.1 PART C COMPANY SECRETARY AS A PROFESSION Chapter 22 LEGAL FRAMEWORK GOVERNING COMPANY SECRETARIES 22.3 Chapter 23 SECRETARIAL STANDARD BOARD 23.1 Chapter 24 MEGA FIRMS 24.1 SOLVED PAPER : DECEMBER 2021 (NEW SYLLABUS) P.1 SOLVED PAPER : JUNE 2022 (NEW SYLLABUS) P.13
is a highly complex process requiring provision of hardware, software, networking and reengineering of the procedures for better delivery of services.
14 CHAPTER MCA-21 and Filing of XBRL
Relevant14.1ProvisionsCompanies Act, 2013 Section 7 Incorporation of Companies Section 13 Alteration of Memorandum Section 398 Provisions Relating to Filing of Applications, Documents, Inspection, etc. in Electronic Form Section 448 Punishment for False Statement Companies (Incorporation) Rules, 2014 Rule 9 Reservation of name or change of name Rule 38 Simplified Proforma for Incorporating Company Electronically Plus (SPICe+) Rule 38A Application for registration of Goods and Service Tax Identification Number (GSTIN), Employee State Insurance Corporation (ESIC) registration, Employees’ Provident Fund Organisation (EPFO) Registration and Profession Tax Registration and Opening of Bank Account Companies (Registration Office & Fees) Rules, 2014 Rule 7 Manner and Conditions of Filing Rule 8 Authentication of Documents Rule 10 Procedure on Receipt of Any Application or Form or Document Electronically Rule 12 Fees Rule 13 Mode of Payment Rule 14 Inspection, Production and Evidence of Documents Kept by Registrar Rule 15 Inspection of Documents Companies (Filing of Documents and Forms in XBRL) Rules, 2015 Rule 3 Filing of financial statements with Registrar 14.1 - E-Governance and MCA-21 Electronic Governance (e-Governance) is the application of Information Technology to the Government functioning in order to bring about Simple, Moral, Accountable, Responsive and Transparent (SMART) E-GovernanceGovernance.
MCA-21 has resulted in improved procedures for better delivery of services by the MCA.
Example 1: Infosys is currently maintaining this project. e-Governance initiative in partnership with Private Player is a fine example of public private partnership and is built on a BOOT (Built, Operate, Own and Transfer) model.
MCA-21 is an ambitious e-Governance initiative of Government of India that builds on the Government’s vision of National e-Governance in the country.
PAST YEAR QUESTIONS
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
The Certified Filing Centre set-up by the Professionals is over and above the Registrar’s Front Office set-up by the Ministry under the programme. While the services available from the Facilitation Centres set-up by the Ministry are without any charge, the services provided by this Certified Filing Centre entail payment of service charges.
[Hint: Refer Topic 14.1 for detailed answers]
Example 2: Time consuming works of professionals i.e. the tasks of incorporation of new companies, conducting searches of important documents, obtaining certificates of creation, modification and satisfaction of charges, filing of statutory forms and returns etc. have now become very quick and easy.
[Hint: Refer Topic 14.2 “Front Office (FO), Virtual Front Office (VFO) and Registrar’s Front Office (RFO)”]
14.3 - Substantial Benefits of MCA-21
Organization of ROC Office under MCA
MCA-21 has been designed virtually It has not only saved time and energy of the company representatives but also enabled them to focus on other creative tasks.
Ques 2. Front Office represents the interface of the corporate and public users with the MCA 21 system. (December 2008) (4 Marks)
Front Office and Back Office Front Office: The major components involved in this comprehensive e-governance project are front office and back office. Front Office represents the interface of the corporate and public users with the MCA-21 system. This comprises of Virtual Front Office and Registrar’s Front Office. Back Office: Back Office represents the offices of Registrar of Companies, Regional Directors and Headquarters and takes care of internal processing of the forms filed by the corporate user as per MCA norms and guidelines. The e-forms are routed dynamically to the concerned authority for processing depending upon the assigned role. All the e-forms along with attachments are stored in the electronic depository, which the staff of MCA can view depending upon the access rights.
Certified Filing Centre (CFC)
14.2 PART A : COMPANY LAW, PRINCIPLES & CONCEPTS
14.2 - Important Aspects of MCA-21
Ques 1. Discuss “SMART Governance” ? (December 2000) ( 3 Marks)
Virtual Front Office (VFO): Virtual front office is one of the various channels available to stakeholders (companies and the professionals) to enable them to do the statutory filing with ROC Offices across the country. It merely represents a computer facility for filing of digitally signed e-forms by accessing the MCA portal through internet (www.mca.gov.in). It also presupposes availability of related facilities to convert documents into PDF format and scanning of documents wherever required.
The ROC office working from its present address will virtually become the Back Office of the Ministry. Since the number of companies/entities may find it difficult to switch over to e-Filing at the initial stage, Facilitation Centers known as Physical Front Offices (PFOs) have been set up throughout the country to provide requisite comfort for e-Filing to such companies.
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
Registrar’s Front Office (RFO): Registrar’s Front Offices are managed and operated by the operator RFO has all facilities which are required for online filing like trained manpower, broadband connectivity, scanner, printer and related computer accessories. This office managed by MCA and TCS/Infosys officials provides free of cost service in all aspects of MCA 21 e-governance projects. It is one of the various channels available to stakeholders to enable them to do the statutory filing with ROC Offices across the country.
Virtual Front Office (VFO) and (RFO)FrontRegistrar’sOffice
PAST YEAR QUESTIONS
Effective use of database
14.4 - MCA-21 and Its benefits
Benefits: The MCA-21 application offers the following: Provides easy access of public documents. Helps faster and effective resolution of public grievances. Ensures proactive and effective compliance with relevant laws and corporate governance. Enables the MCA employees to deliver best of breed services.
Effective use of database: With the help of database collected, the vital information has been collected, segregated in such a way that it can be used by various stakeholders for various purposes. It will help in of defaulters.
Answer 1: Following are substantial benefits of MCA-21: Environment Friendly Effective due diligence Better supervision and monitoring of compliance
The MCA-21 application is designed to fully automate all processes related to the proactive enforcement and compliance of the legal requirements under the Companies Act, 1956, Companies Act, 2013 and Limited Liability Partnership Act, 2008. This helps the business community to meet their statutory obligations.
Example 3: Website for Investor Education and Protection Fund: http://iepf.gov.in.
Better supervision and monitoring of compliance: MCA-21 has ensured better supervision and control of the MCA over Companies with regard to compliance with the provisions of the Companies Act. With effective compliance of relevant law(s) and also in turn fosters corporate governance. trade facilitation on one hand and enforcement requirements on the other. service levels.
Example 4: www.watchoutinvestors.com is a national web-based registry covering entities including companies and intermediaries.
CH-14 - 14.3
Effective due diligence: Banks and Financial Institutions can conduct a thorough scrutiny of the documents companies.
Environment Friendly: MCA-21 has also proved to be environment friendly since paper work involved
QUESTIONS FOR PRACTICE
Ques. 1: List out substantial benefits of MCA-21 ?
Services Offered by MCA: An user can register DSC and update particulars of the DSC through the MCA Portal.
Ques. 2: Discuss Services offered by MCA ?
QUESTIONS FOR PRACTICE
Central Registration Centre (CRC) is an initiative of Ministry of Corporate Affairs (MCA) speedy incorporation related services in line with global best practices.
CRC is presently tasked to process applications for RUN service for reserving a name and forms related to new companies incorporations.
14.4 PART A : COMPANY LAW, PRINCIPLES & CONCEPTS
14.6CentreRegistrationCentralE-Services(CRC)
Public Search of Trademark: A user can search whether trademark has been registered or applied for a particular name by a company.
14.5 - MCA Services Offered
Answer 2: For detailed answer refer Topic 14.5. MCA Services Offered
Index of Charges: A similar facility has also been made available in respect of the ‘Register of Charges’ for the companies/LLPs by clicking on to the ‘View Index of Charges’ and for the viewing the details of the signatories of any company/LLP by clicking on ‘View Signatory Details’.
View Master details of any Company/LLP registered with Registrar of Companies: This facility may be availed by clicking “View Company Master Data”. A facility has been made available to the general public to view master details of any company/LLP registered with Registrar of Companies.
LLP Services avail services related to incorporation of an LLP, services related to annual e-Filing for an LLP, services related to change in LLP information and services related to closure of an LLP.
Complaints: A user can raise service related complaints, track the complaints created, create investor/ serious complaint, track the status of complaints created as ‘investor/serious complaint’ give feedback or suggestions to MCA-21 and raise employee grievances.
LLP Services for Business User: A business user can enter or update partner details of an LLP, enter E-Filing: A user can download LLP Forms or Company Forms from the Portal, submit application for PAN company, upload details of security holders or debenture holders or depositors.
Fee and Payment Services: A user can avail services through Enquire Fees, pay later, link NEFT payment, pay miscellaneous fee, pay stamp duty and track the payment status.
Investor Services: A user can search amount unclaimed/unpaid amount due to be transferred to the Track SRN/Transaction Status: A user can track the transaction status of the uploaded forms i.e., whether they are approved or pending for approval or required for resubmission or are rejected.
Company Services: related to change in company information, services related to charge management, informational services and services related to closure of a company.
Document Related Services: forms and documents online etc.
Next 3 digits Ownership Status of the company (Private (PTC)/Public (PLC) /Government companies (GOI) etc.
Ques. 3: Write short note on: Director Identification Number (DIN). [Hint: Refer Topic 14.6 “Director Identification Number (DIN)”]
a new simple web-based application called RUN (Reserve Unique Name). However, from 23rd February 2020 onwards, RUN service is applicable only for ‘change of name’ of an existing company. For change of name by using web service RUN (Reserve Unique Name) along with fee as provided in the
1st Digit Listing Status Next 5 digits Economic Activity (industry) Next 2 digits State Next 4 digits Year of Incorporation
The Corporate Identity Number allotted to a company indicates listing status, economic activity (industry), state, year of incorporation, ownership and sequential number assigned by ROC (Registration Number).
Every Foreign Company has been allotted a Foreign Company Registration Number (FCRN).
NumberIdentificationDirector(DIN)
Last 6 digits Sequential number assigned by ROC (Registration Number)
Note: CIN is a 21 digit numbers assigned to every company incorporated on or after November 1, 2000.
After filing an application electronically through e-form, a company can be incorporated. Once company gets incorporated, CIN is allotted by the Registrar to the company.
Number(CIN)IdentityCorporate
Corporate Identity Number (CIN) work as a unique identifier of an Indian company. Foreign Company Registration Number (FCRN) is a unique identifier in the case of a Foreign Company.
14.7 - RUN Facility
QUESTIONS FOR PRACTICE
CH-14 - 14.5
Every company is allocated a Corporate Identity Number (CIN). CIN can be found from the MCA-21 portal through search based on: ROC Registration No. Existing Company Name. Old Name of Company (in case of change of name, user is required to enter old name and the system displays corresponding current name). Inactive CIN (In case of change of CIN, the user is required to enter previous (inactive) CIN Number). Each Indian company (Listed or Unlisted) has a unique 21 Digit CIN. This is required to
DIN is an identification number which the Central Government may allot to any individual, intending to be appointed as director or to any existing directors of a company for the purpose of his identification. DIN is a unique identification number and once obtained is valid for life time of a director. A single DIN is required to be obtained irrespective of the number of directorships
Incorporation of Company
NumberRegistrationCompanyForeign(FCRN)
RUN (Reserve Unique Name) is a simple and easy process for reserving a name for a new company or for change of name of an existing Company. This facility can be availed only by a registered user of MCA portal.
The application for incorporation of a company under Rule 38A of the Companies (Incorporation) Rules, 2014 shall be accompanied by e-form [AGILE - PRO-S] (INC-35) containing an application for registration of the following numbers, namely:Shop and Establishment Registration GSTIN with effect from 31st March, 2019, EPFO with effect from 8th April, 2019, ESIC with effect from 15th April, 2019, Profession Tax Registration with effect from the 23rd February, 2020, Opening of Bank Account with effect from 23rd February, 2020.
of SPICe+ web form, RUN shall be applicable only for change of name of existing companies.
14.8 - Simplified Pro-forma for Incorporating Company (SPICe+) [Rule 38 of the Companies (Incorporation) Rules, 2014]
The(EODB).Companies (Incorporation) Amendment Rules, 2020 w.e.f. 23rd February, 2020 introduced new web form SPICe+ for incorporation of the Companies.
SPICe+ would be an integrated Web form offering 10 services by 3 Central Government Ministries & Departments. (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra), thereby saving as many procedures, time and cost for Starting a Business in India. Services offered through SPICe+ are: Name MandatoryDINIncorporation,Reservation,allotment,issueof
case may be) by the Registrar, Central Registration Centre after allowing re-submission of such web form of the existing company should be submitted at the time of application through RUN Process to reserve a new name.
1.Note(s):Afterdeployment
QUESTIONS FOR PRACTICE
PART A : COMPANY LAW, PRINCIPLES & CONCEPTS
PAN, Mandatory issue of TAN, Mandatory issue of EPFO registration, Mandatory issue of ESIC registration, Mandatory issue of Profession Tax registration(Maharashtra), Mandatory Opening of Bank Account for the Company, and Allotment of GSTIN (if so applied for) for One Person Company, private company, public company and a company falling under section 8 of the Companies Act, 2013.
14.6
2. Where the Registrar on examining SPICe+ (Simplified Pro-forma for Incorporating company Electronically Plus: INC-32)], finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and resubmit the e-form within fifteen days from the date of such intimation given by the Registrar.
Ques. 4: Write note on: Simplified Pro-forma for Incorporating Company (SPICe+).
SPICe+ is part of various initiatives and commitment of Government of India towards Ease of Doing Business
Answer 4: For detailed answer refer Topic 14.8 “Simplified Pro-forma for Incorporating Company (SPICe+)”.
[Hint: Refer Topic 14.9 “Digital Signature Certificate” as discussed above]
Note: Certifying Authorities are authorized to issue a Digital Signature Certificate with a validity of one or two years.
Registration of DSC: Registration of DSC is a onetime activity on the MCA portal. For registration of DSC, steps are given on the MCA Portal.
Representatives of Banks and Financial Institutions. by the MCA, with original supporting documents and self-attested copies, for issuance of Digital Signature and herein supporting documents are not required.
PAST YEAR QUESTIONS
14.10 - Payment of Stamp Duty Stamp duty is a state subject. It is payable on Memorandum and Articles of Association of every Company. States have authorized MCA to collect the stamp duty on their behalf and to remit the same to them. In some states, duty is also payable on the authorized capital mentioned in the Memorandum of Association of the Company.
The e-forms are required to be authenticated by the authorized signatories using digital signatures as
Requirement of Registration of DSC: All companies (Public Company, Private Company, Company not having share capital, Company limited by share or guarantee, Unlimited Company) must comply with this requirement of registration of DSC by the director, manager and secretary. Foreign directors are required is available on the MCA portal).The process of registration of DSC is same as applicable to others.
Authorized signatories of the Company including Managing Director, Directors, Manager or Secretary.
A digital signature is the electronic signature duly issued by a certifying authority that shows the authority of the person signing the same. It is an electronic equivalent of a written signature.
Ques 4: For MCA-21, four types of users which are identified as users of digital signature. Discuss? (December 2008) (3 Marks)
[Hint: Refer Topic 14.9 “Users of Digital Signatures” as discussed above]
Ques. 3: Write a short note on: Digital Signature Certificate. (December 2010) (4 Marks) Or Who are all the persons required to obtain “Digital Signature Certificates (DSCs)”?(June 2019) (3 Marks)
CH-14 - 14.7
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
Every user who is required to sign an e-form for submission with MCA is required to obtain a Digital Users of Digital Signatures: MCA (Government) Employees.
14.9 - Digital Signature Certificate (DSC)
Professionals (Company Secretaries, Chartered Accountants, Cost Accountants and Lawyers) who interact with MCA and companies in the context of Companies Act.
The Central Government shall initially collect the stamp duty on behalf of State Governments and Union and to remit the same directly to their accounts in accordance with the approved payment and accounting
14.8 PART A :
Example 6: Stamp duty can be paid through MCA-21 system with any of the option such as net banking, credit card, debit card, NEFT or offline with banks.
14.12 - STP Forms and Re-submission
In respect of the State from whom the authorization is yet to be received, the Company shall continue to forms will be governed by the respective state laws for payment of same.
Example 5: Stamp rates on share certificates or increasing the authorized capital will vary from state to state. The companies are not required to make physical submission of documents on which stamp duty is paid electronically through MCA portal. However, in respect of the documents on which stamp duty is not paid copies of such stamped documents with Registrar of Companies also.
STP stands for “Straight Through Process” on suo motu Re-submission any respect, he shall give intimation of such information called for or defect or incompleteness noticed electronically by placing it on the website and by e-mail on the last intimated e-mail address of the person such information or to rectify such defects or incompleteness or to re-submit such application or e-form or document.
COMPANY LAW, PRINCIPLES & CONCEPTS
[Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014]
Atprocedures.present,e-forms to which e-Stamping is applicable are –Form SPICe+ (including MoA & AoA). Form FC-1.
Ques. 5: Write Short Note: “Introduction of e-stamping facility by MCA and dispensation of physical submission thereof”. Answer 5: For detailed answer refer Topic 14.11 “Introduction of e-stamping facility by MCA and dispensation of physical submission thereof”.
14.11 - Introduction of e-stamping facility by MCA and dispensation of physical submission thereof
The procedure for collection of stamp duty came in to force w.e.f. 13th day of September, 2009. With effect from 1st April 2010, companies are compulsorily required to make payment electronically for stamp duty in respect of all the States which have authorized to the Central Government to collect the Stamp duty on their behalf.
STP Forms
QUESTIONS FOR PRACTICE
14.13 - Refund
Non-Applicability of Refund: No refund is permitted of the stamp duty, the person is required to approach the concerned state/ union territory. Refund process is not applicable for the following services/ e-Forms: Public Inspection of documents. Payment for transfer deeds. Stamp duty fee (D series SRN). IEPF Payment. etc. (even for cases when the same were non-STP earlier).
In case the e-mail address of the person or company in question is not available, such intimation shall be as the case may be. The Registrar shall preserve the fact of such intimation in the electronic record. electronically with the Ministry of corporate Affairs shall be furnished in form No. GNL-4 as an addendum. or for resubmission of such application or e-form or document.
The user is required to make various payments to avail MCA-21 services. A number of instances have been observed where the users make multiple payments or incorrect payment or excess payment while using these services. In order to allow the stakeholders to claim refund of such payments, refund process has been introduced by MCA. ‘Refund Form’ available on MCA-21 portal for claiming refund.
Note: The mode of payment of refund shall be through cheque only. Later, provision for payment of refund through ECS will also be made available.
Applicability of Refund: The refund of MCA21 fees is available in the following cases:
CH-14 - 14.9
In case where such further information called for has not been provided or has been furnished partially or required within the period allowed, the Registrar shall either reject or treat the application or e-form or document, as the case may be, as invalid in the electronic record, and shall inform the person or company, as the case may be.
Incorrect Payments: This includes cases where the service seeker has made payment in respect of an e-form or stamp duty through an incorrect option under Pay miscellaneous fee facility.
Multiple Payments: However, refund shall not be allowed in respect of approved e Forms.
Excess Payment: This includes cases where any excess fee has been paid by the service seeker due to some incorrect data entered in the e-form or incorrect data in MCA-21 system due to migration of data from legacy system.
14.15 - E-Forms or information purpose or an application seeking approval from the MCA.
Ques. 7: Write short note on: “Online Inspection of Document”.
QUESTIONS FOR PRACTICE
14.10 PART A : COMPANY LAW, PRINCIPLES & CONCEPTS
Ques. 6: Discuss applicability and non-applicability of Refund?
Answer 6: For detailed answers refer Topic 14.13 “Applicability of Refund and Non-applicability of Refund”.
Due to technical updates, these forms updates regularly, even though their user interface may not change. User always uses latest e-forms from the MCA Portal.
[Rule 15 of QUESTIONS FOR PRACTICE
14.16 - Pre-Requisites for E-Filing on MCA-21 licensed Certifying Authority (CA) needs to be obtained for e-Filing on the MCA Portal. Digital Signatures are legally admissible in a Court of Law, as provided under the provisions of IT Act, 2000. two years. Hardware and Software Requirements: as under:
Answer 7: For detailed answers refer Topic 14.14 “Online Inspection of Document”.
14.14 - Online Inspection of Documents payment of requisite fees. These documents which are in domain of public documents include: documents relating to incorporation, charges, annual returns, and balance sheets and change in directors. the number of copies required. The inspection of the documents maintained in the electronic registry so set up by MCA and which are otherwise available for inspection under the Act or rules made there under, shall be made by any person in electronic form. Any person may: of this Act or the Companies Act,1956 or making a record of any fact required or authorized to be recorded or registered in pursuance of this Act, on payment for each inspection of fee.
An attachment refers to a document that is sent as an enclosure with an e-form by
Drop Down Box Drop down box is a box wherein at the end, a downward arrow is provided. On clicking the arrow various applicable choices appear. One is required to highlight the applicable choice and that will be filled in the box.
PAST YEAR QUESTIONS
Text Box Text box is meant to provide details on the relevant point by the person filing the e-form.
Example 7: By entering the CIN of the company, the name and registered office address of the company shall automatically be pre-filled by the system without any fresh entry.
If the user wishes to make any alteration, the form can be overwritten by clicking the “Modify” button.
CH-14 - 14.11 any computer or laptop; latest Adobebrowser;Readerfrom version 11 or later; Scanner (above 200 DPI) for converting the attachments in the PDF format; and
Country Code The applicant is required to fill up the country code in the e-form. This is available in the instruction kit.
MCA portal does not accept big attachments and the users are advised to keep the attachment size to minimum i.e. Not exceeding 2.6 MB of the total size of the Form including attachments.
The objective of the attachment is to provide details relevant to the e-form for Whileprocessing.some attachments are optional, some are mandatory in nature. The attachments to an e-form have to be in Adobe PDF format only and MCA portal has a facility to convert any document format to PDF format.
Modify Once the user has done “Check Form” the form gets locked and it cannot be edited.
Attachment
[Hint: Refer Topic 14.16 “Pre-Requisites for e-filing on MCA-21”].
Radio Button Frequent use of radio buttons has been done in the e-form. While filing the e-form one is required to select applicable option out of two or more radio buttons given against each point.
Pre-fill Pre-fill is functionality in an e-form that is used for filling automatically, the requisite data from the system without repeatedly entering the same.
If the user wants to modify the form after pre-scrutiny failure, the user can get the the “Modify” button.
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
Ques. 5: What is general structure of e-filing process under MCA-21? (June 2011) (4 Marks) Or What is general structure of e-filing process under MCA-21? (June 2013) (4 Marks)
14.17 - Important terms used in e-filing
Check Box Applicable Check box is required to tick out of the two or more boxes wherever it appears in the e-form.
Space provided is generally adequate for the text to be written. However, if the space is not sufficient for a particular matter, information can be given in the annexure to the form indicating the same in the box.
Pre-scrutiny is a functionality that is used for checking whether certain core aspects are properly filled in the e-form. The user has to make the necessary attachments in PDF format before submitting the e-form for pre-scrutiny. After pre-scrutiny, affix digital signature.
User logs in to MCA-21 portal and uses e-form upload service.
Stock Exchange Code
14.12 PART A : COMPANY LAW, PRINCIPLES & CONCEPTS
Each transaction under e-filing is uniquely identified by a Service Request Number (SRN). On filing of an e-form, the system generates and provides an in e-character alpha numeric string starting with an alphabet (A-Z) called a Service Request Number (SRN). A user can check the status of the document/transaction by entering the SRN.
Ques 6: Distinguish between: Pre-scrutiny and Check Form. (June 2013) (4 Marks) [Hint: Refer Topic 14.17 for detailed answer]
Note: The digital certificate is validated to ensure that the certificate has not expired and the current status of the same is valid and that the certificate has not been revoked or suspended.
Example 9: If the size of e-form including attachment is of bigger size then the attachment may be filed through an addendum.
Addendum to e-form
The user may have to submit some additional supporting documents that are not MCA may also ask the applicant to provide some additional documents in support of
PAST YEAR QUESTIONS
User browses the e-form and clicks on “Submit” button.
Example 8: If the user enters alphabets in “Date of Appointment of Director” field, he/ she will be asked to correct the entered information.
Submit An e-form can be submitted after it has been digitally signed. The process of submission of an e-form in case of off-line filling is presented below:
The user can initiate this on their own by checking the track transaction status on My The supporting documents that the applicant uploads, as an addendum, gets duly associated with the e-form that was submitted earlier with the given Service Request Number (SRN). below: The applicant enters SRN for which document needs to be attached. The applicant attaches relevant document and clicks “Submit”. submitted document gets accepted.
User will be shown errors, if any. lead to the fee payment screen.
Pre-Scrutiny
Service Request Number (SRN)
Check Form By clicking “Check Form”, the user will be in a position to find out whether the mandatory fields in an e-form are duly filled-in.
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
Listed companies are required to mention the stock exchange where the shares are listed with the help of the code. All the stock exchanges of the country have been divided into two categories A and B.
FORM No. DIR-6 (Intimation of change in particulars of Director to be given to the Central Government).
Ques. 7: Briefly explain the following terms used under e-filing: (i (ii) Attachment. (iii) Check Form. (iv) Pre-scrutiny. (June 2009) (2 4= 8 Marks) [Hint: Refer Topic 14.17 for detailed answers]
FORM No. INC-28 (Notice of Order of the Court or any other competent authority).
FORM(SARFAESI)No.CHG-4
Necessity of Pre-certification: workload of the Registrar of Companies. contained in the books of account and records of the company, ROC is entitled to take on record the e-form. Professionals are responsible for submitting/certifying documents (to be signed digitally by them) and system would accept most of these documents online without approval by Registrar of Companies or other List of Forms requires to be Pre-Certified by Company Secretaries or Chartered Accountant or the Cost Accountant in whole-time practice are as follow:
FORM No. MR-1 (Return of appointment of managerial personnel).
Ques. 8: Write short note: “Addendum to e-form”. Answer 8: 14.18 - Pre-certification of certain e-forms
CH-14 - 14.13
FORM No. PAS-3 (Return of allotment). of Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (Particulars for satisfaction of charge thereof).
QUESTIONS FOR PRACTICE
FORM No. MR-2 (Form of application to the Central Government for approval of appointment of MD or WTD or Manager). FORM No. GNL-3 (Particulars of person(s) or Key managerial personnel).
FORM No. DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them).
FORM No. MGT-14 (Filing of Resolutions and agreements to the Registrar).
INC-20A (Declaration of Commencement of Business).
FORM No. NDH-1 (Return of statutory compliances).
Answer 9: For detailed answers refer Topic 14.18 “List of Forms requires to be Pre-Certified by Company Secretaries or Chartered Accountant or the Cost Accountant in whole-time practice”.
QUESTIONS FOR PRACTICE
FORM No. NDH-3 (Half yearly Return).
PAS-6 (Reconciliation of Share Capital Audit Report on half yearly basis for unlisted public company).
14.20 - Guidelines for Filing of E-forms
[Rule 12 and Rule 13 of the Companies (Registration Offices and Fees) Rules, 2014] Fees: on payment of the fee or on payment of the fee or on payment of such additional fee as applicable, as Mode of Payment: other document in pursuance of the Act or any rule made there under shall be paid by means of credit card; or internet banking; or remittance at the counter of the authorized banks or any other mode as approved by the Central Government.
Ques 9: List Ten Forms to be Pre-Certified by Company Secretaries or Chartered Accountant or the Cost Accountant in whole-time practice?
STK-2 (Application for removal of name of company from Register of Companies). is no company secretary, by a company secretary in practice. In relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company. Such other forms as prescribed under the Companies Act, 2013
14.14
FORM No. MSC-1 (Application to ROC for obtaining the status of dormant company).
PART A :
FORM No. MSC-3 (Return of dormant companies).
COMPANY LAW, PRINCIPLES & CONCEPTS
FORM No. NDH-2 (Application for extension of time).
DIR-3 KYC (Director’s KYC).
While preparing the forms, documents, returns to be filed with the Registrar, the following points are to be kept in view: Fresh Downloading of e-form: Form from the MCA site to avoid the wastage of time at a later stage because the forms are under revision and a slight change in the form will result in it not getting uploaded at the stage of submitting on the portal. Tool Tips: An e-form contains tool tips for context sensitive help.
14.19 - Fees and Mode of Payment
FORM No. MSC-4 (Application for seeking status of active company). and other documents with the Registrar) AOC-4 NBFC/AOC-4 CFS NBFC.
Authentication by Practicing Professionals in case of certain e-forms: from the Chartered Accountant or Cost Accountant or Company Secretary in whole-time practice is also required to authenticate the particulars contained in the e-form.
Language of E-forms: All documents/forms/returns, etc. are to be submitted in English or Hindi and where a document is in any language other than English and Hindi, a translation of that document or be attached to each copy of the document which is furnished to the Registrar. All such documents shall be converted into pdf format.
CH-14 - 14.15
needs to be noted that those should preferably be free from corrections and errors. If there is any correction or errors, it should be duly authenticated by the person signing the document or the return. Submission of e-forms: central documentary repository and when the submitted button is pressed, the e-form gets uploaded into the MCA central document repository.
Digital signature of the Managing Director or Director, Manager or Secretary: Most of the e-forms require the digital signature of the Managing Director or Director, Manager or Secretary of the company Scanned documents take more space and as far as Electronic Forms Data: Digital signature of a third party: The digital signature of a third party may also be required in certain from the Bank or Financial Institution.
Declaration in e-forms: e-form to the effect that the information given in the e-form and the attachments is correct and complete.
Example 10: This requirement is mandatory in the case of an e-form for appointment of director, change in the situation of the registered office, etc. for requisite validations, to do pre-scrutiny and to modify the e-form when the same is required to be reAfterward,submitted. the relevant digital signatures have to be affixed and the form be saved. Internet connection is required to carry out the profile and pre-scrutiny functions.
Instruction Kit: An instruction kit is available for each e-form, which contains details of the instructions Internet. Mandatory attachments: e-form. Standardized Features of e-forms: An e-form contains certain standardized features. It starts with the Company). In the case of foreign company, the Foreign Company Registration Number (FCRN) is required
Instead, information is broken down into unique items of data. These data items are are formed in a universally-accepted way, they can be read and processed by any
Acceptance of e-form and acknowledgement of payment of fees: Once the e-form has been accepted and payment of fees has been acknowledged, a work item is created and assigned to the appropriate MCA MCA-21 portal by using the “Track Your Payment Status” and “Track Your Transaction Status” link respectively. signature for registering/approving/rejecting the same.
Example 11: Total liabilities = 100. Then, the tag <Liabilities>100</ Liabilities> enables a computer to understand that the item is liabilities and it has a value of 100.
14.16 PART A :
14.21 - XBRL XBRL Filing which has revolutionized business reporting around the world.
QUESTIONS FOR PRACTICE
COMPANY LAW, PRINCIPLES & CONCEPTS
tags and they organize the tags so that they have a meaningful structure. the tag is (such as: whether it is a monetary item, a percentage or text).
Answer 10: Refer Topic 14.20 “Guidelines for Filing of E-forms”.
Acknowledgement: After the processing of the e-form is completed, an acknowledgement email is sent to the user regarding its approval/rejection.
preferredinformation.language for transmitting information via the Internet. XBRL tags can recognize, process, store, exchange and analyse it automatically using software.
Ques. 10: Discuss five guidelines for Filing of E-forms?
TaxonomiesXBRL
In tagging Section, “N” refers to navigation, “A” refers to attaching the disclosures “T” refers to text entry etc.
Irrespective of the fact, whether the company has a paid-up capital less than Rs. 5 crores or a turnover less than INR 100 crores, the company which has filed financial statement in under the erstwhile rules, namely the Companies (Filing of Documents and Forms in
Steps for
Exemption from XBRL Filing: However, the companies in banking, insurance, non-banking orders.
2. Load the instance document in the validation tool.
5. Pre-scrutiny of the instance document.
6. Convert to pdf and verify the contents of the instance document. (This step is essential Financial Statement adopted in the AGM and the textual information entered in the instance document are clearly viewable).
The Ministry of Corporate Affairs has mandated the following select class of companies all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or all companies having turnover of Rupees one hundred crore and above; or with Companies (Indian Accounting Standards) Rules, 2015.
What characteristics the tag has (such as: if it has a negative value); Its relationship to other items (such as: if it is part of a calculation).
“Once an XBRL, Always an XBRL”
3. Validate the instance document.
XBRLStatementsFinancialfilinginmode
4. This stage has to be carefully dealt, since the internal validation tool may only highlight
This additional information is called meta-data. When information that has been tagged Taxonomies differ according to reporting purposes, the type of information being reported and reporting presentation requirements. Consequently, a company may use one taxonomy when reporting to a stock exchange but use a different taxonomy when reporting to a securities regulator. Taxonomies are available for most of the major national accounting standards around the world.
Key Benefits of XBRL Filing by various government and regulatory agencies. It is in conformity with Global Reporting Standards which helps in improved data mining and relevant information search.
Steps for filing Financial Statements in XBRL mode:
CH-14 - 14.17
For preparing instance document, the taxonomy as applicable for the relevant financial year is to be used.
Applicability of XBRL Filing
[Hint: Refer Topic 14.21 “XBRL tags” and “XBRL taxonomy”.]
PAST YEAR QUESTIONS
MCA-21 system provides for the facility of payment of statutory fees through multiple modes i.e. Online payments through Internet Banking, Credit Cards [Master Card/VISA], Debit Card and NEFT. Ministry has introduced ‘Pay Later’ facility through which user can upload the e-form/generate SRN for MCA-21 services in one step and make the payment at a later point in time using the online payment mode (Credit card or Internet banking). An e-Challan shall be generated by the system at the time of e-form upload/SRN generation. User shall be required to make the payment within the validity date as per the Usere-Challan.canmake the payment through online payment mode i.e. Credit card or Internet banking through Pay Later.
Ques. 12: Write short note on: “Penalty for Filing False Documents/Statements with the Registrar”.
Answer 12: For detailed answer refer “Topic 14.23 Penalty for Filing False Documents/Statements with the Registrar”.
14.23 - Penalty for Filing False Documents/Statements with the Registrar Punishment for False Statement (Section 448): According to Section 448 of the Companies Act, 2013, by, or for, the purposes of any of the provisions of this Act or the rules made there under, any person makes a statement:which is false in any material particulars, knowing it to be false; or Punishment for Fraud (Section 447): Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be guilty of fraud (involving an amount of atleast ten lakh rupees or one per cent of the turnover of the Company, whichever is lower), shall be punishable with imprisonment for a term which shall not be less than six months but involved in the fraud but which may extend to three times the amount involved in the fraud: Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less than three years. Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent of the turnover of the company, whichever is lower and does not involve public interest, any person guilty
Answer 11: For detailed answers refer “Topic 14.22 Modes of Payment of Fees”.
[For Full Answers of Past Year Questions refer Taxmann’s Company Law Cracker]
Ques. 8: Distinguish between XBRL tags and XBRL taxonomy. (June 2018) (4 Marks)
QUESTIONS FOR PRACTICE
COMPANY LAW, PRINCIPLES & CONCEPTS
Ques. 9: Filing of financial statements in XBRL mode and by using XBRL taxonomy is mandatory to certain companies. Discuss referring to the provisions of the Companies Act, 2013. Comment.(December 2018) (3 Marks)
[Hint: Refer Topic 14.21 “Applicability of XBRL filings”.]
14.22 - Modes of Payment of Fees
QUESTIONS FOR PRACTICE
Ques. 11: Discuss Modes of Payment of Fees on MCA-21?
14.18 PART A :
Rs. : 875 | USD : 48 AUTHOR : N.S. Zad , Divya Bajpai PUBLISHER : TAXMANN DATE OF PUBLICATION : July 2022 EDITION : 4th Edition ISBN NO : 9789356222588 NO. OF PAGES : 636 BINDING TYPE : PAPERBACK Company Law | DescriptionTEXTBOOK ORDER NOW This book is prepared exclusively for the Executive Level of Company Secretary Examination requirement. It covers the entire revised syllabus as per ICSI. This book aims to systematically represent the subject matter so that students do not consciously have to mug up Theprovisions.Present Publication is the 4th Edition & updated till 31st May 2022 for CS-Executive | New Syllabus | Dec. 2022/June 2023 Exams, with the following noteworthy features: Strictly as per the New Syllabus of ICSI ['Topic-wise' Tabular Presentation] of the subject matter [Easy to Understand Language] used throughout the book for easy learning [Examples, Comments & Explanatory Notes] for complicated [provisions Most Amended & Updated] This book covers the latest applicable provisions and amendments under the respective laws