Companies Act Section 398 — Provisions relating to filing of applications, documents, inspection, etc., in electronic form
CHAPTER XXIV REGISTRATION OFFICES AND FEES
Commercial / Corporate
Summary
Sub-section (1) allows the Central Government to make rules requiring that, from a date set in those rules, various documents and actions under this Act be done in electronic form. This applies even if other parts of the Act say otherwise, and it does not affect the provisions of section 6 of the Information Technology Act, 2000.
Under clause (a) of sub-section (1), applications, balance sheets, prospectuses, returns, declarations, memorandums, articles, particulars of charges, or any other documents that must be filed or delivered under the Act or its rules may be required to be filed in electronic form and authenticated in a manner prescribed by the rules.
Under clause (b) of sub-section (1), any document, notice, communication, or intimation that must be served or delivered under the Act may be required to be served or delivered in electronic form and authenticated in a manner prescribed by the rules.
Under clause (c) of sub-section (1), applications, balance sheets, prospectuses, returns, registers, memorandums, articles, particulars of charges, or any other documents and returns filed under the Act or its rules may be required to be maintained by the Registrar in electronic form and registered or authenticated in a manner prescribed by the rules.
Under clause (d) of sub-section (1), inspection of the memorandum, articles, register, index, balance sheet, return, or any other particulars or documents maintained in electronic form, which is otherwise available for inspection under the Act or its rules, may be allowed to be done by any person through electronic form in a manner prescribed by the rules.
Under clause (e) of sub-section (1), fees, charges, or other sums payable under the Act or its rules may be required to be paid through electronic form and in a manner prescribed by the rules.
Under clause (f) of sub-section (1), the Registrar may be required to perform various duties in electronic form, such as registering a change of registered office, alteration of memorandum or articles, issuing certificates of incorporation, registering documents, issuing certificates, recording notices, receiving communications, or performing any other act directed under the Act, all in a manner prescribed by the rules.
The Explanation clarifies that the rules made under this section will not relate to imposing fines or other pecuniary penalties, demanding or paying fees, or dealing with contraventions of the Act or their punishments.
Sub-section (2) allows the Central Government to frame a scheme, by notification, to carry out the provisions of sub-section (1) through electronic form.
Official Text
(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 (21 of 2000), the Central Government may make rules so as to require from such date as may be prescribed in the rules that—
(a) such applications, balance sheet, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars or document as may be required to be filed or delivered under this Act or the rules made thereunder, shall be filed in the electronic form and authenticated in such manner as may be prescribed;
(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;
(c) such applications, balance sheet, prospectus, return, register, memorandum, articles, particulars of charges, or any other particulars or document and return filed under this Act or rules made thereunder shall be maintained by the Registrar in the electronic form and registered or authenticated, as the case may be, in such manner as may be prescribed;
(d) such inspection of the memorandum, articles, register, index, balance sheet, return or any other particulars or document maintained in the electronic form, as is otherwise available for inspection under this Act or the rules made thereunder, may be made by any person through the electronic form in such manner as may be prescribed;
(e) such fees, charges or other sums payable under this Act or the rules made thereunder shall be paid through the electronic form and in such manner as may be prescribed; and
(f) the Registrar shall register change of registered office, alteration of memorandum or articles, 1*** issue certificate of incorporation, register such document, issue such certificate, record the notice, receive such communication as may be required to be registered or issued or recorded or received, as the case may be, under this Act or the rules made thereunder or perform duties or discharge functions or exercise powers under this Act or the rules made thereunder or do any act which is by this Act directed to be performed or discharged or exercised or done by the Registrar in the electronic form in such manner as may be prescribed.
Explanation.— For the removal of doubts, it is hereby clarified that the rules made under this section shall not relate to imposition of fines or other pecuniary penalties or demand or payment of fees or contravention of any of the provisions of this Act or punishment therefor.
(2) The Central Government may, by notification, frame a scheme to carry out the provisions of sub-section (1) through the electronic form.