Forms uploaded on MCA with unsigned attachements - Series 520

Forms uploaded on MCA with unsigned attachments

(02^nd January 2020)

Many persons ask questions in relation to uploading of forms with unsigned attachments like –

In this editorial author shall discuss provisions under companies Act Relating to Filing of Applications, Documents, Inspection etc. in Electronic Form.  

Extract of law:

As per Section 398, (1) Notwithstanding anything to the contrary contained in this Act, and without prejudice to the provisions contained in section 6 of the Information Technology Act, 2000, the Central Government may make rules so as to require from such date as may be prescribed in the rules that—

(b) such document, notice, any communication or intimation, as may be required to be served or delivered under this Act, in the electronic form and authenticated in such manner as may be prescribed;

As per Rule 8 of Companies (Registration Offices and Fees) Amendment Rules, 2014, Authentication of Documents: (6) 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

Whether unsigned documents or documents marked with Sd/- can be filed with Authorities?

This question can be answered clearly by plain reading of Section 398 read with rule 8 of Registration office and fees rules.

Power is vested with Central Government (MCA) u/s 398 to make rules regarding manner of filing of documents with authorities. MCA clarifies answer of this question in rule 8(6) Authentications of Documents.

Rule 8(6) says two things:

Point 1: Scanned image of documents shall be of original signed documents relevant to the e-forms or forms

As per this provision, whatever documents attached with any e-form filed with authorities shall be copy of original signed documents.

Therefore, one can opine that if a document is a copy of original signed document then it can’t be filed mentioning SD/-

Even, it is responsibility of Director/ professional certifying the e-form to check the original signed copy of the documents are only attached in the e-form.

Point 2: the scanned document image shall not be left blank without bearing the actual signature of authorized person

As per this provision, whatever documents attached with any e-form filed with authorities shall not left blank without actual signature.

Therefore, one can opine thatdocuments attached with e-form should be signed; it can’t be unsigned or left blank without signature.

Therefore, many people ask whether List of Shareholder in MGT-7 should be signed or not? Answer for same can be derivedfrom the above two corollaries that any document being filed with ROC can’t be left blank without signature.

Therefore, one can deduce that each and every document submitted with authorities in electronic form:

·       Should be signed

·       Can’t left blank without signature

·       Can’t mention SD

·       Should be copy of Original Signed document only.

Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, still I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION.