MCA 21
by Asok Nadhani
11.1 MCA 21 Project
i. Under the
supervision of the National e-governance Programme, a project called ‘MCA 21
Project’ of the Ministry of Company Affairs (MCA) has been launched to
facilitate online portal for e-filling. This project covers the services provided
by the Registrar of the Companies (ROC).
ii.
MCA 21 Project facilitates electronic services with
speed and certainty to the stakeholders and the professionals from any where at
any time by using the portal www.mca.gov.in.
iii.
To avail this facility one needs a -
P-4 computer with printer
widows 2000 / XP or later
internet explorer 6.0 version or later
Adobe Acrobat Reader 7.05 version or later
digital signature certificate.
11.2 Organisational Set-up of
MCA 21
MCA 21 has multi tier
organizational set-up which are as follows:
a. Head quarters: The HQ at New Delhi
b. Regional Director (RD): It supervises the
functioning of ROC’s and handles the matters delegated by Gol. Its offices are
at Mumbai, Kolkata, Chennai and Noida.
c. Registrar of Companies (ROC): ROC in States
and Union Territories
d. The
official liquidators (OL):
These are attached to various High Courts.
11.3 Objectives of MCA 21
MCA 21 Project was set-up
to provide online services as similar to that of the ROC. Its objectives are
to:
facilitate the registration of the company and
filling of the Statutory documents easily and quickly.
facilitate the public to get easy access to the
relevant records and to express grievances.
help the professionals to provide better and
efficient services to the client companies.
aid the Financial Institutions to easily find the
charges of Registration and verification.
ensure the employees about the sensible and
effective compliance of relevant laws and corporate governance.
11.4 Scope of
MCA 21 Programme
It is responsible for –
setting up of IT infrastructure, Physical Front
Office (PFO’s), Digital Signature/PKI delivery mechanisms and associated
security requirements.
setting up of temporary FO’s to meet with the
requirements for the peak periods and also shut down of such temporary FO’s
when the requirements are over.
Design and development of application system
Migrating legacy data and digitization of paper
documents to the new system.
Providing MCA services to all MCA 21 stakeholders
in accordance with the Service Oriented Approach and to facilitate training at
all levels and all offices (Front and Back)
11.5 Key Benefits of MCA 21
project
The project is targeted to fulfill
the requirements of the users such as corporates, professionals, banks, MCA
employees etc. The key benefits of the MCA 21 project are as follows:
ú On-line
registration of the company
ú Simple and easy
mode of filling forms and returns
ú Customer-centric
approach
ú Total
transparency through governance
ú Resolve
investors grievances on time
ú Registration as
well as verification of charges at anytime from anywhere.
ú Inspection of
public documents of Companies anytime from anywhere.
ú Building up a
centralized corporate database repository
ú Enhanced service
level fulfillment and customer relationship building.
ú Better compliance management.
ú Increased usage of professional certificate
to ensure authenticity and reliability of Forms/Returns.
ú Better monitoring and supervision by MCA.
11.6 ROC offices under MCA
21
i.
To provide requisite comfort for e-filling to the
required companies, facilitation centers known as Front Office (FO) has been opened in many location throughout the
country.
ii.
The Front Office constitutes the interface of the
corporate and public user with the MCA 21 system.
iii.
It operates through two wings:
Virtual Front Office (VFO),
Physical Front Office (PFO) or Registered Front
Office (RFO).
11.6.1 Virtual Front Office
(VFO)
i. It provides
anywhere anytime services for filling digital signed e-forms by accessing MCA
portal through internet. It pre-supposes availability of related facilities to
convert documents into PDF format through scanning of documents wherever
required.
ii.
The VFO system calculates fee payable on the form,
accepts payment through credit card and internet banking and allows to make
offline payment through self generated challan.
iii.
After the e-forms are successfully submitted, a
Service Requisite Number (SRN) is generated by the system for the user which
can be used for future correspondence with MCA.
11.6.2 Physical Front
Office and Registered Front Office
i. When a user does
not have the computer facility, he can avail the facilities like VFO through
designated centres known as Physical
Front Office (PFO) or Registered
Front Office (RFO).
ii.
The PFO are set to replace the ROC counters. The
user can submit all the documents and fees at the PFO. The paper documents will
be converted into electronic documents by customer service agents manning
PFO.
iii.
The PFO remains operational for a period of three
years only, by which time it is expected that all clients will operate through
VFO.
11.6.3 Back Office
i. The Back Office
represents the office of RoCs, Regional Directors, and Headquarter and takes
care of internal processing of the forms filed by the corporate user as per MCA
norms and guideline.
ii.
Its processing relates to :
a. Supporting all
routine tasks like registration and approvals.
b. Dynamic routing
of the electronically filed document and storing approved documents as part of
electronic records.
c. Identification
of defaulters and respond quickly to the investors grievances.
d. Storing of all approved documents of
companies in the electronic records, and provision of access to authorized
persons.
e. Increasing
efficiency of Technical Security.
f. Follow up
matters closely related to compliance management including prosecutions.
g. Provide alerts
where a task is not carried out within the stipulated time.
h. Add speed and
certainty in service delivery.
11.7 e-Filing
i. MCA project
facilitates e-Filing of various forms and application under the Companies Act,
1956 and the rules and regulations thereunder.
ii.
Some common materials needed in the process of
e-Filing are:
- Instruction
Kit – It contains the detail instructions explaining how to fill an
e-Form. An e-Form can be downloaded with or without instruction Kit.
- Prefill –
It refers to functionality by which the requisite data from the system
fills spaces automatically without repeatedly entering the same.
- Pre-scrutiny
– It is also a functionality 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.
11.7.1 e-Form
i. An e-Form is
document in electronic format for filing with MCA authorities through the
Internet. It contains some mandatory fields which are required to be filled in.
ii.
A Corporate Identity Number (CIN) for an Indian
Company and Foreign Company Registration Number (FCRN) for Foreign Company is
required to be filled-up.
iii.
An instruction kit is available for each e-Form,
which contains detailed instructions for properly filling the e-Form.
11.7.1.1 e-Forms Classes
According to different
services availed by the user the prescribed e-forms are categorized under the
following heads:
-
Company Registration,
-
Compliance Related
Filing,
-
Change Services,
-
Charge Management,
-
Investor Services,
-
Approval Services,
·
Head Quarter,
·
Regional Director,
·
RoCs,
-
Informational Services,
-
Annual filing of e-forms.
a.
Company Registration: To registrar a
company, the user has to comply with different forms namely Form 1A, 1, 18 and
32. After processing through these forms, the company is registered and a CIN
is generated for the company
b.
Compliance Related Filing: This covers filing
of e-Forms under compliance related filing services, like:
- Returns of
allotment including details of shares issued for consideration other than
cash.
- Return of
buy back of securities.
- Return of
deposits by the company which has accepted public deposits during the year.
- Return of
appointment of Managing Director, whole time Director.
- Notice of
appointment of auditor.
- Statutory
report.
- Cost audit
report.
c.
Change Services: Any change like change in Capital structure,
increase in authorised capital, increase in the number of members, change of
situation of registered office of the company and change of Directors, Manager
and Secretary etc. are to be carried through the prescribed form which has to
be filed with the RoCs. Foreign companies are required to intimate the RoC
about the changes in the charter statutes or any instrument governing the
company, changes in the registered office, principal place of business, persons
appointed as Directors, Secretaries and authorised representatives.
d.
Charge Management: To create or
modify charges on assets or satisfaction of charges, an e-Form has to be filled
with the concerned RoC under this category. It also includes filing of e-Forms
for appointment and cessation of receiver and filing of accounts by receiver.
e.
Investor Services: To launch any
complaint against the company by the investors, the investor has to file a separate
e-Form for each company. This is a part of investor services which is free and
no digital signature is needed for filing this e-Form. The nature of
complaint may relate to:
i.
Shares/Dividend,
ii.
Debentures/Bond,
iii.
Fixed Deposits,
iv.
Miscellaneous.
The investor can
also view the latest status of the complaint by querying on the Service Request
Number (SRN) of the complaint.
f.
Approval Services —Head Quarter
All approvals
relating to managerial personnel, managerial remuneration, annual accounts and
other important aspects are processed through the MCA (Headquarter), in the
following cases:
- Any exemptions
regarding depreciation charge, extension of time for repayment of deposits
or in attaching annual accounts of subsidiary,
- Recognition
as a Nidhi company,
- Appointment
of sole selling agent or sole buying agent,
- Declaration
of dividend out of reserves,
- Consent for
holding office or place of profit,
- Providing
loan or guarantee or security for specified category of persons,
- Modification
of the form and content of Balance sheet and profit and loss account,
- Appointment
of Cost Auditor, etc.
g.
Approval Services —Regional Director
The approval of
the Regional Director is required in respect of the following matters:
- Issue of
licence under section 25,
- Approval of
contract under section 297,
- Rectification
of Name of company,
- Appointment/Removal
of auditor,
- Shifting of
registered office from jurisdiction of one RoC to another within the State,
- Opening of
new branches by a Nidhi Company, etc.
h. Approval Services – RoCs
The approval of
the RoC is required in the following cases:
- Extension
of time period for holding AGM,
- Holding AGM
at place other than registered address,
- Declaring a
company as defunct,
- Extension
of the period of annual accounts,
- Amalgamation
of companies, etc.
i.
Informational Services: It covers forms
to be filed with RoC for informational purposes, e.g., resolutions and
agreements, order received from Court or Company Law Board etc.
j.
Annual filing of e-forms: Annual filing e-forms
are to be used for filing the annual return and Balance Sheet & Profit
& Loss account of the company.
11.7.2 Steps for e-Filling
An e-Form may be filed in Online
or Offline method as explained below:
i.
Online method:
- User should
access the MCA portal through its user name and password.
- Select the
e-Form category from the e-Form tabs.
- Fill up the
appropriate e-Form. As soon as the Corporate Identity Number (CIN) is
entered, the Prefill facility will automatically fill up the space of
static details such as name, address etc.
- The user
has to attach the necessary documents to the e-Form.
- After
filling up all the columns of the e-Form the user can avail the pre-scrutiny
service. This will verify the documents and notify to rectify where
necessary.
- The
applicant will then submit the duly signed document electronically.
- The system
will calculate the requisite fees to be paid including late fees, if
applicable.
- Payments
regarding fees shall be made through electronic (credit card, Internet
banking) method or by bank counter. Electronic payment can also be made at
the VFO.
- The status
of the form (whether accepted or rejected) can be checked using the
Service Request number (SRN).
- Acknowledgement
shall be provided through e-mail or else one can check the status at MCA
portal.
- Instruction
Kit is available at any time for the user to guide through the procedures
while filling the e-form.
ii.
Offline method: Steps for
online and offline methods are same. The steps exclusive for e-filling are:
- The user
downloads the e-Form from the My MCA portal.
- Use the
prefill button in e-Form to populate the greyed out portion by connecting
to the internet.
- The
applicant needs to sign the documents using a digital signature.
- The e-Form
is facilitated with the Check Form button which can be used to
check the fill up of the columns in the e-Forms.
- To avail
the pre-scrutiny service one has to upload the e-Form.
11.8 User Administration
a.
Director Identification Number (DIN):
Each director of the
company is required to make an application to MCA for allotment of unique
Director Identification Number (DIN). It is intended to be a lifetime number
and can be obtained through the portal by submitting the basic details like
name, address, date of birth etc. of the directors. The applicant can enquire
the application status by quoting provisional DIN allotted at MCA portal.
b.
Registration
with MCA website
To avail the
services such as filling the returns, submitting the required documents etc.
one has to get himself register with MCA website, such as Business User,
Registered User, FO User, etc. One has to use the User ID and password to login
in the MCA website to avail its various services.
c.
Digital
Signature
A digital
signature is the electronic signature duly issued by the Certifying Authority
that shows the authenticity of the person signing the same. Every user who is
required to sign an e-Form for submission with MCA must acquire Digital
Signature. The following four types of users are identified with Digital
Signature Certificates (DSC’s).
- MCA
(government) employees,
- Professionals
(Chartered Accountants, Company Secretaries, Cost accountants) who
interact with MCA and companies in the context of the Companies Act, 1956,
- Authorized
Signatories and Directors of Companies,
- Representatives
of Banks and Financial Institutions,
- Intermediaries such as TCS, Sify, etc,
have also been notified to issue these MCA21 Compliance DSC’s.
For
more details, refer to Business & Corporate Laws by Asok Nadhani, BPB
Publications, www.bpbonline.com,
bpbpublications@gmail.com
