Guide to e-Governance and e-Filing – Advantages | MCA-21 Program | Practical Tools

Table of Contents

1. What is e-Governance
2. Filing of applications, documents, inspection etc. in electronic form
3. Advantages of e-Filing
4. MCA-21 Programme
5. MCA-21 Version 3
6. Five Step e-Filing Process

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1. What is e-Governance

Electronic Governance is the application of information technology to the Government functioning in order to bring about Simple, Moral, Accountable, Responsive and Transparent (SMART) Governance. E-Governance is a highly complex process requiring provision of hardware, software, networking and re-engineering of the procedures for better delivery of services.

Traditionally, the interaction between citizens or business and Government agency takes place in a Government office. In e-Governance, the interaction takes place virtually using Internet based technology, thus reducing time and cost involved. Even better, E-Governance enhances the citizens and business access to Government information and services and provides new ways to increase citizen participation in the democratic process.

Sections 398 to 402 of the Companies Act, 2013 contain provisions relating to electronic filing of forms, returns and documents with the Registrar and provisions of value added services.

2. Filing of applications, documents, inspection etc. in electronic form

Section 398 of the Act empowers the Central Government to make rules for filing, maintenance and inspection of various applications, form etc. through the electronic mode. The sub-section (1) states that notwithstanding anything contained in this Act, and without prejudice to the provisions contained in section 6 of the Information Technology Act, 2000, the Central Government may, by notification in the Official Gazette, make rules regarding :

(a) Filing or delivery of specified applications, balance-sheet, prospectus, return, declaration, memorandum of association, articles of association, particulars of charge, or any other particulars or document to be done through the electronic form and authenticated in manner as may be specified;

(b) Service or delivery of specified document, notice, any communication or intimation, required to be done through the electronic form and authenticated in manner as specified;

(c) Maintenance of such applications, balance-sheet, prospectus, return, register, memorandum of association, articles of association, particulars of charge, or any other particulars or document and return filed by the Registrar in the electronic form and registered or authenticated in the manner as may be specified;

(d) Inspection of the memorandum of association, articles of association, register, index, balance-sheet, return or any other document maintained in the electronic form, may be made by any person through the electronic form as may be specified;

(e) Prescribed fees, charges or other sums to be paid through the electronic form and in the manner as may be specified;

(f) Registration of change of registered office, alteration of memorandum of association or articles of association, issue certificate of incorporation or certificate of commencement of business, register such document, issue such certificate, record notice, receive such communication by the Registrar or performance of other duties or discharge of functions or exercise of powers by the Registrar, by the electronic form, in the manner as may be specified.*

(2) The Central Government may, by notification in the Official Gazette, frame a scheme to carry out the provisions specified under sub-section (1) through the electronic form.

The Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015 require certain class of companies to file their financial statement and other documents under section 137 of the Act using the XBRL taxonomy.

XBRL refers to Extensible Business Reporting Language which is a standardized language for communication in electronic form to express, report or file financial information by the companies under the Act.

2.1 Electronic form to be exclusive, alternative or additional

Section 400 clarifies that the electronic form shall be exclusive or in alternative or in addition to the physical form. The Central Government is empowered to make rule in this respect.

2.2 Providing of value added services through electronic form [Section 401]

The Central Government may provide such value added services through the electronic form and levy such fees as may be prescribed.

2.3 Application of provision of Information Technology Act, 2000

Section 402 states that all the provisions of the Information Technology Act, 2000 relating to the electronic records (including the manner and format in which the electronic records shall be filed), insofar as they are not inconsistent with this Act, shall be applicable to the records in electronic form under section 398.

3. Advantages of e-Filing

• Business shall be enabled to register a company and file statutory documents quickly and easily.
• Public to get easy access to relevant records and get their grievances redressed effectively.
• Professionals to be able to offer efficient services to their client companies.
• Financial institutions to find registration and verification of charges easy.
• Government to ensure proactive and effective compliance of relevant laws and corporate governance.
• MCA employees shall be enabled to deliver best of breed services.

4. MCA-21 Programme

Ministry of Company Affairs (MCA) launched a major E-Governance initiative (MCA-21). It envisaged e-filing of all documents relating to company matters on the MCA portal.

MCA moved from the traditional paper-based operation to a near paperless environment. Consequently, the conventional forms prescribed for various transactions have been adapted for use through electronic medium. The processes and forms of MCA have been simplified and standardized for electronic filing (e-Filing) through e-Forms.

Salient Features of the MCA-21 include:

• Corporations, professionals and the public at large will no longer need to visit the Registrar of Companies offices and would be able to interact with the Ministry using the MCA-21 portal from their offices or home or by going to the facilitation centres, which have been set-up.
• The users will have multiple options to make payments in the online mode either through credit cards or the Internet banking facility. Besides this, the traditional payment through demand draft would be accepted against a system-generated challan at the specified bank branches across the country.
• The system would also enable the stakeholder to track the service request through a Service Request Number (SRN)

The statutory filing of forms and returns in the offices of RoCs is now on the basis of new E-forms only; all manual filing of documents has been discontinued.

Permanent documents of existing companies like, Memorandum of Association, Articles of Association, current charge documents, etc. are presently maintained in paper form across various Registrar of Companies (RoC) offices. Almost all of these documents have been converted into electronic format. The scope of E-filing covers only the offices of RoCs, Regional Directors and the Headquarters at New Delhi and it does not include Official Liquidators, Tribunal and Courts.

The present scope of the MCA 21 includes services provided by the Secretariat at New Delhi, the four Regional Directorates (RDs) and the 20 offices of the Registrar of Companies (RoC) located all over the country. The E-filing facility includes:

• Registration and incorporation of new companies
• Filing of Annual Returns and Balance Sheets
• Filing of forms for change of names/address/Director’s details
• Registration and verification of charges
• Inspection of documents
• Applications for various statutory services from MCA
• Investor grievance redressal
• Allotment, change in particulars and surrender of director identification number
• Refund of fees paid

For the purpose of standardization and better understanding, the proposed e-Forms have been grouped under the following broad categories :

(a) New Company Registration – All matter relating to incorporation of company including Simplified Proforma for Incorporating Company Electronically, filling of Memorandum of Association, Article of Association, registration of companies for undertaking CSR activities etc. can be done electronically.

(b) Compliance Related Filing – Whether annually or event based include Annual Return, Balance Sheet and Profit & Loss Account, Return of allotment, Return of buy back of securities, Return of deposits, Return of appointment of managing director, whole-time director, Notice of appointment of auditor, Statutory report, Cost audit report, etc.

(c) Change services – It covers matters in respect of any change in the capital structure, changes in the registered office or the persons appointed as directors, secretaries and authorized representatives.

(d) Charge Management – For registration of charge created or modified and satisfaction of charge, to be filed with the ROC. It also includes filing of e-Forms for appointment and cessation of receiver and filing of accounts by receiver. Various Forms have been deleted which includes form, relating to charges.

(e) Investor Services – E-filing system accepts complaints filed against a company by an investor as part of investor services. There is a specific e-Form for this purpose.

(f) Application for ROCs approval – ROC is having powers to give direction in relation to the matters pertaining to the change of name of an existing company and the conversion of a public company to private company. In addition, ROC approval is required in case of 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, Forms relating to winding up, etc. The MCA has also prescribed several new e-Forms, for which there were no prescribed Forms available.

(g) Approval services (Central Government and Regional Directors) – This covers form for intimation of appointment of cost auditor by the company to the Central Government and various approval services from the Regional Directors including application for removal of auditors before expiry of term, application for extension of time, shifting of registered office from one state to another etc.

(h) Informational Services – It covers those forms which are to be filed with ROC for informational purposes, in compliance with the provisions of the Companies Act, viz., declaration of solvency in case company decides to buy back its shares, form for filing of resolutions and agreements, form regarding place where books of account are kept, form in case company decides to transfer its shares to another company, form regarding order received from Court or Company Law Board, etc.

(i) DIN Services – allotment of director identification number, surrender of DIN and change in particulars of directors to be given to the Central Government.

In the e-filing system search facilities are available for viewing public documents, getting certified copies, finding the Corporate Identity Number (CIN), checking company name, finding name availability. The categories of public documents includes incorporation documents, charge documents, annual returns and balance sheets, change in directors and other documents, charge documents, annual returns and balance sheets, change in directors and other documents.

5. MCA-21 Version 3

The Ministry of Corporate Affairs launched MCA-21 Version 3.0 or V3 in 2022. The new version V3 is being rolled out in a phased manner. Firstly, the features of e-book modules, e-consultation and new mail services for MCA officers was introduced. This was followed by the rolling out of e-forms pertaining to the Limited Liability Partnerships (LLPs). In August 2022 and January 2023, majority of web-based company forms were rolled out on V3*. This will facilitate full automation of e-filling relating to the Companies Act as well as Limited Liability Partnership Act, 2008.

The key difference between V2 and V3 are:

1. E-forms: V2 portal required the e-forms to be downloaded, filled, and then uploaded on the portal. In V3, the e-forms are required to be filled and submitted online. The user also has the option to save a partially filled e-form and file it later at his convenience.

2. Login-Id and OTP: In V2, the users were required to create a specific use ID, whereas in V3 the user ID has been set by default as the email ID for professionals and CIN for corporates.

3. OTP Authentication: To enhance the security, an OTP authentication has been introduced. Every time the business user logs in to the MCA website from a different device or login after 30 days or encounters two failed attempts, an OTP will be sent to the registered mobile and email address given at the time of creating login credentials to ensure the authenticity of the user.

4. My application: A new feature, “My application” has been introduced in V3, which is personalised for the user. This feature is in addition to “My Workspace” feature in V2 which only displayed list of notices and circulars issued by MCA.

“My application” facilitates the following activities:

• • • View all the webforms filled by the user in the last 15 days.
    • Edit, upload, download, make payments, resubmit, check status.
    • Edit saved and submitted form application history after clicking on edit action button.
    • Download the Filed form after clicking on Download the PDF action button for the forms where status of SRN is pending DSC upload.
    • Make Payments after clicking on “Pay Fees” action button for the forms where status of SRN is pending payment/payment incomplete.
    • Resubmit the Filed form after clicking on Resubmit action button for the forms where status of SRN is “Resubmission required”.

Saved and Draft forms will be auto deleted if payment is not made withing 15 days after form Submission.

5. User Type: In V3, a user can be registered either as “Registered User” or “Business User”. Registered User has limited access to V3 portal whereas the Business Users can use all services under V3. The categories which are suitable for the company to register as a Business User are:

• • • Company/LLP
    • Director/Designated Partner
    • Manager/Secretary/Authorized Representative
    • Officer in Default
    • Professional

“Professional User” which is a part of Business User in V3 was earlier termed as “Practicing Professional” in V2 portal.

6. Five Step e-Filing Process

For e-filing, computer with window 2000 or later will be required. The other hardware/software requirements include Java Runtime Environment (Java version 8), internet connection to access MCA website with internet explorer 10 or above or Chrome 49 or above or Firefox 45 or above. Adobe acrobat 11 or above for e-form upload, scanner for scanning paper attachment and printer for printing bank challan or service fee payment receipt would also be needed. Pop-ups from MCA 21 portal must be enabled in the browser.

Step 1: Register Yourself

• Only registered users will be allowed to do e-filing.
• Registration is a simple one-time process, where guidance will be available on MCA-21 portal to create your personalized login ID – this is to ensure security and also serves as a channel for providing you personalized information as the functionality evolves.
• If you possess a Digital Signature Certificate (DSC) and if you intend to sign the e-Forms as an authorised signatory, you will need to also register your DSC. You will need to Register your DSC every time you procure a new DSC or renew/revalidate your DSC.
• A registered user on V2 need not register on V3. In V3, by default, the Login Id would be CIN/LLPIN/FCRN for Company/LLP users and “Email ID” used to register for all other users.

Step 2: Download e-Form

• e-Forms are freely downloadable and are in the ‘PDF’ format. You will need Adobe Reader v11 which is downloadable through link available on MCA-21 portal. In V3, there is no need to download the e-forms in the PDF format as they are required to be filled and submitted online.
• There are new set of e-Forms available on MCA-21 portal and you may need to familiarize yourself with the new set of e-Forms.
• Instruction kits for each e-Form is also available alongside the e-Forms.

Step 3: Complete e-Form

• e-Forms are essentially PDF documents, specifically tailored by MCA to meet e-filing needs as required by the Companies Act. You may choose to fill in an e-Form offline at your convenience without staying connected to internet. These e-Forms can be filled-in and signed digitally. In V3, the e-forms are required to be filled and submitted online. The user also has the option to save a partially filled e-form and file it later at his convenience.
• As a part of the simplification of form filing, certain fields can be filled-up automatically by the System (to the extent such data is available in the database of MCA) by selecting the “pre-fill” option that is available in the form.
• You will also be able to do “automated pre-scrutiny”, a step that will ensure that your e-Form is complete in all respects and is good for e-filing.
• You may also attach supporting documents, where applicable, but please make sure that these are also in PDF format – support for conversion of popular formats such as Microsoft Office into PDF is made available in the MCA-21 portal.
• Make sure that you keep the size of your attachments minimal, wherever possible.
• Sign the e-Form using the Digital Signature Certificate.
• If more than one signatory is involved, you can send the e-Form either on suitable media or as an e-mail attachment (or transfer a file over the network) to other individuals who can also sign digitally.
• Multiple signatures can be applied on a given e-Form, but just make sure that contents of the e-Form are not altered after it has been signed, in which case the document will become invalid and will be rejected during the e-filing process.
• After all individuals have digitally signed the form, it is ready for submission.

Step 4: Submit e-Form

• You will need to connect to the Internet if you want to carry out e-Filing.
• Submission will need to be made at the MCA-21 portal using specialized functionality that is provided.
• Sending the e-Form by email DOES NOT constitute e-Filing and should be avoided.
• Submission of e-Form will generally take a couple of minutes and will depend on the size of e-Form/attachments and the speed/quality of your Internet connection – better the connection, faster the process.
• If the e-Form is defective as may be identified by the MCA-21 system during submission, it will be rejected and returned to the user with clear details of the nature of the defect – such defect could be a result of incorrect data that may have been entered in the e-Form or due to missing or invalid digital signatures.
• If your e-Form is correct in all respects, you can proceed to the next step.
• It is advisable to save a copy of the document before submission (using submit button) as a part of your records.

Step 5: Make Payment

• Fee calculation will be done automatically by the system as applicable under law and the fee for the service will be displayed to the user.
• MCA-21 system supports following methods of payment:

(i) Credit card/prepaid card

(ii) Internet banking

(iii) UPI

(iv) Offline Challan

(v) Pay Later

For online mode of payment, the user will be redirected to the NTRP/Bharatkosh website where Depositor’s details and purpose for the transaction would be shown. The Non-Tax Receipt Portal (NTRP) is the initiative of the Controller General of Accounts, Ministry of Finance, Government of India to provide one stop services to deposit any fees/fine/other money into the Government Account. It provides 24×7 year-round electronic services to deposit the money into Government Account using internet-based payment technologies to the users at the doorstep through the web-based portal.

The concerned bank branch will send data in e-form to MCA to acknowledge the payment that is made by you.

Filing will be completed once the necessary payment is remitted either through electronic payment means or through the challan based method.

* Prospectus not required to registered by the Registrar, amended vide Companies (Amendment) Act, 2019.

* General Circular No. 01/2023 dated January 9, 2023.