Beginners Guide to MCA-21 and Filing of XBRL

Table of Contents

1. E-Governance and MCA-21

2. Important Aspects of MCA-21

3. Substantial Benefits of MCA-21

4. MCA-21 and Its benefits

5. MCA Services Offered

6. E-Services

7. RUN Facility

8. Simplified Pro-forma for Incorporating Company (SPICe+)
[Rule 38 of the Companies (Incorporation) Rules, 2014]

9. Digital Signature Certificate (DSC)

10. Payment of Stamp Duty

11. Introduction of e-stamping facility by MCA and dispensation of physical submission thereof

12. STP Forms and Re-submission
[Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014]

13. Refund

14. Online Inspection of Documents

15. E-Forms

16. Pre-Requisites for E-Filing on MCA-21

17. Important terms used in e-filing

18. Pre-certification of certain e-forms

19. Fees and Mode of Payment
[Rule 12 and Rule 13 of the Companies (Registration Offices and Fees) Rules, 2014]

20. Guidelines for Filing of E-forms

21. XBRL

22. Modes of Payment of Fees

23. Penalty for Filing False Documents/Statements with the Registrar

Checkout Taxmann's Company Law | TEXTBOOK which presents the subject matter (topic-wise) in a simple & concise language with presentation in a tabular format along with examples, comments & explanatory notes. It also covers all past exam questions of ICSI until June 2022 and topic-wise marks distribution. Practice questions with hints are also covered in this book.

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Relevant Provisions
Companies 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

Check out Company Law- Textbook which presents the subject matter (topic-wise) in a simple & concise language with presentation in a tabular format along with examples, comments & explanatory notes. It also covers all past exam questions of ICSI until June 2022 and topic-wise marks distribution. Practice questions with hints are also covered in this book.

CS Executive | New Syllabus | Dec. 2022 Exams

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) 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.
  • 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.
  • 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.

2. Important Aspects of MCA-21

2.1 Organization of ROC Office under MCA

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.

2.2 Front Office and Back Office

2.2.1 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.

2.2.2 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.

2.3 Virtual Front Office (VFO) and Registrar’s Front Office (RFO)

2.3.1 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.

2.3.2 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.

2.4 Certified Filing Centre (CFC)

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.

3. Substantial Benefits of MCA-21

• • Elimination of interface with the offices of ROCs, RDs and the MCA: MCA-21 has been designed virtually to eliminate the physical interface between the companies and the offices of ROCs, RDs and even MCA. It has not only saved time and energy of the company representatives but also enabled them to focus on other creative tasks.

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.

• • 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 transparency in operations and benefits to players in stock markets as well as easy and prominent exposure of defaulters.

Example 3: Website for Investor Education and Protection Fund: http://iepf.gov.in.

Example 4: www.watchoutinvestors.com is a national web-based registry covering entities including companies and intermediaries.

• • 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 specific details of companies and their directors available in the electronic form, it ensures proactive & effective compliance of relevant law(s) and also in turn fosters corporate governance.
  • Mutually beneficial system: The focus of the MCA-21 program is on bringing about a fine balance between trade facilitation on one hand and enforcement requirements on the other.
  • Speed, transparency and efficiency: MCA-21 project aims to bring speed, transparency and efficiency in the delivery of the services rendered by the MCA to all the stakeholders through a set of pre-defined service levels.
  • Effective due diligence: Banks and Financial Institutions can conduct a thorough scrutiny of the documents filed by the company before advancing loan(s) and other financial assistance to such a company.
  • Efficient services by professionals: Professionals will be able to offer efficient services to their client companies.
  • Environment Friendly: MCA-21 has also proved to be environment friendly since paper work involved in filing of forms and documents has been eliminated.

4. MCA-21 and Its benefits

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.

4.1 Benefits: The MCA-21 application offers the following:

• • Enables the business community to register a company and file statutory documents quickly and easily.
  • Provides easy access of public documents.
  • Helps faster and effective resolution of public grievances.
  • Helps registration and verification of charges easily.
  • Ensures proactive and effective compliance with relevant laws and corporate governance.
  • Enables the MCA employees to deliver best of breed services.

5. MCA Services Offered

5.1 Services Offered by MCA

• • Register Digital Signature Certificate: An user can register DSC and update particulars of the DSC through the MCA Portal.
  • Apply for Director Identification Number (DIN).
  • 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.
  • 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’.
  • LLP Services: A user can check LLP name, find LLPIN (Limited Liability Partnership Identification Number), 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.
  • LLP Services for Business User: A business user can enter or update partner details of an LLP, enter Form 3 or Forms 3 & 4 details for LLP filing and verify partner details for filing Annual Return.
  • E-Filing: A user can download LLP Forms or Company Forms from the Portal, submit application for PAN and TAN, upload e-forms, download Submitted Form for resubmission, check annual filing status of the company, upload details of security holders or debenture holders or depositors.
  • Company Services: A user can check company name, find CIN (Corporate Identity Number), services related to incorporation of a company, avail services related to compliance filing of a company, services related to change in company information, services related to charge management, informational services and services related to closure of a company.
  • 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.
  • Document Related Services: A user can get certified copies of Forms and documents of a company, view forms and documents online etc.
  • 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.
  • Public Search of Trademark: A user can search whether trademark has been registered or applied for a particular name by a company.
  • Investor Services: A user can search amount unclaimed/unpaid amount due to be transferred to the Investor Education and Protection Fund (IEPF), upload investor details and confirm uploaded files.
  • 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.

6. E-Services

6.1 Central Registration Centre (CRC)

• • Central Registration Centre (CRC) is an initiative of Ministry of Corporate Affairs (MCA) in Government Process Re-engineering (GPR) with the specific objective of providing 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.

6.2 Incorporation of Company

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.

6.3 Corporate Identity Number(CIN)

• • Every company is allocated a Corporate Identity Number (CIN). CIN can be found from the MCA-21 portal through search based on:
    1. ROC Registration No.
    2. Existing Company Name.
    3. Old Name of Company (in case of change of name, user is required to enter old name and the system displays corresponding current name).
    4. 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 be quoted on all e-forms. Once this number is filled, company details are automatically filled in E-forms issued by MCA by using pre-fill function.
  • 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).

1st Digit	Listing Status
Next 5 digits	Economic Activity (industry)
Next 2 digits	State
Next 4 digits	Year of Incorporation
Next 3 digits	Ownership Status of the company (Private (PTC)/Public (PLC) /Government companies (GOI) etc.
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.

6.4 Foreign Company Registration Number (FCRN)

Every Foreign Company has been allotted a Foreign Company Registration Number (FCRN). 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.

6.5 Director Identification Number (DIN)

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

7. RUN Facility

• • 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 MCA Affairs has simplified the Company Name Approval Process from 26th January 2017 by introducing 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 Companies (Registration Offices and Fees) Rules, 2014, which may either be approved or rejected (as the case may be) by the Registrar, Central Registration Centre after allowing re-submission of such web form within fifteen days for rectification of the defects, if any. Also, The Corporate Identification Number (CIN) of the existing company should be submitted at the time of application through RUN Process to reserve a new name.

8. Simplified Pro-forma for Incorporating Company (SPICe+)
[Rule 38 of the Companies (Incorporation) Rules, 2014]

• • SPICe+ is part of various initiatives and commitment of Government of India towards Ease of Doing Business (EODB).
  • The 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:
    1. Name Reservation,
    2. Incorporation,
    3. DIN allotment,
    4. Mandatory issue of PAN,
    5. Mandatory issue of TAN,
    6. Mandatory issue of EPFO registration,
    7. Mandatory issue of ESIC registration,
    8. Mandatory issue of Profession Tax registration(Maharashtra),
    9. Mandatory Opening of Bank Account for the Company, and
    10. 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.
  • 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.

Note(s):

1. After deployment of SPICe+ web form, RUN shall be applicable only for change of name of existing companies.
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.

9. Digital Signature Certificate (DSC)

• • 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.
  • The e-forms are required to be authenticated by the authorized signatories using digital signatures as defined under the Information Technology Act, 2000.
  • Every user who is required to sign an e-form for submission with MCA is required to obtain a Digital Signature Certificate.
  • Users of Digital Signatures: For MCA-21, the following four types of users are identified as users of Digital Signatures and are required to obtain digital signature certificate:
    1. MCA (Government) Employees.
    2. Professionals (Company Secretaries, Chartered Accountants, Cost Accountants and Lawyers) who interact with MCA and companies in the context of Companies Act.
    3. Authorized signatories of the Company including Managing Director, Directors, Manager or Secretary.
    4. Representatives of Banks and Financial Institutions.
  • A person requiring a Digital Signature Certificate can approach any of the Certifying authorities identified by the MCA, with original supporting documents and self-attested copies, for issuance of Digital Signature Certificate. DSCs can also be obtained, wherever offered by CA using Aadhar e-KYC based authentication and herein supporting documents are not required.
  • 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.
  • 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 to obtain Digital Signature Certificate from an Indian Certifying Authority (List of Certifying Authorities is available on the MCA portal).The process of registration of DSC is same as applicable to others.

Note: Certifying Authorities are authorized to issue a Digital Signature Certificate with a validity of one or two years.

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.

11. Introduction of e-stamping facility by MCA and dispensation of physical submission thereof

• • The Central Government shall initially collect the stamp duty on behalf of State Governments and Union Territories for specific purpose of e-filing of documents under the provisions of the Companies Act, 2013 and to remit the same directly to their accounts in accordance with the approved payment and accounting procedures.
  • At present, e-forms to which e-Stamping is applicable are –
    1. Form SPICe+ (including MoA & AoA).
    2. Form SH-7.
    3. Form FC-1.
  • 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.
  • In respect of the State from whom the authorization is yet to be received, the Company shall continue to pay stamp duty outside the MCA portal. However, the payment of stamp duties in specific cases for some 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 through MCA portal, the Companies are required, in addition to their electronic filing, to submit physical copies of such stamped documents with Registrar of Companies also.

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.

12. STP Forms and Re-submission
[Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014]

12.1 STP Forms

• • STP stands for “Straight Through Process”. Some e-forms are identified as informatory in nature.
  • These forms are filed under Straight through process may be examined by the Registrar at any time on suo motu or on receipt of any information or complaint from any source at any time after its filing.
  • It means the information given in the e-forms is being taken on file maintained by the Registrar of Companies through electronic mode on the basis of statement of correctness given by the filing Company and further verification by the practicing professionals.

12.2 Re-submission

• • Where the Registrar, on examining any such application or e-form or document, finds it necessary to call for further information or finds such application or e-form or document to be defective or incomplete in 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 or the company, which has filed such application or e-form or document, directing him or it to furnish such information or to rectify such defects or incompleteness or to re-submit such application or e-form or document.
  • In case the e-mail address of the person or company in question is not available, such intimation shall be given by the Registrar by post at the last intimated address or registered office of such person or company, as the case may be. The Registrar shall preserve the fact of such intimation in the electronic record.
  • Any further information or documents called for, in respect of application or e-form or document, filed electronically with the Ministry of corporate Affairs shall be furnished in form No. GNL-4 as an addendum.
  • The Registrar shall allow fifteen days’ time to the person or company, which has filed the application or e-form or document for furnishing further information or for rectification of the defects or incompleteness or for resubmission of such application or e-form or document.
  • In case where such further information called for has not been provided or has been furnished partially or defects or incompleteness has not been rectified or has been rectified partially or has not been rectified as 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.
  • Where any document has been recorded as invalid by the Registrar, the document may be rectified by the person or company only by fresh filing a long with payment of fee and additional fee, as applicable at the time of fresh filing without prejudice to any other liability under the Act.
  • The Registrar shall allow fifteen days time for re-submission in case of reservation of a name through web service- RUN for rectifications of defects if any.

13. Refund

• • 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.
  • The Person is to file the ‘Refund Form’ available on MCA-21 portal for claiming refund.
  • Applicability of Refund: The refund of MCA21 fees is available in the following cases:
    1. Multiple Payments: This includes cases where service seeker does multiple filings of e-forms – or e-form No. SH-7 and makes payments more than once (multiple times) for the same service. However, refund shall not be allowed in respect of approved e Forms.
    2. 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.
    3. 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.
  • 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:
    1. Public Inspection of documents.
    2. Request for Certified Copies.
    3. Payment for transfer deeds.
    4. Stamp duty fee (D series SRN).
    5. IEPF Payment.
    6. STP Forms like Form MGT-7(Old Form 20B), Form AOC-4(Old Form 23AC/23ACA), Form 14–LLP etc. (even for cases when the same were non-STP earlier).
    7. Form No. DIR-3/There is no fee for filing the refund form.

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.

14. Online Inspection of Documents

• • The documents filed online, once taken on record by ROC Offices are available for public viewing on payment of requisite fees.
  • These documents which are in domain of public documents include:
    1. documents relating to incorporation, charges,
    2. annual returns, and
    3. balance sheets and change in directors.
  • A certified copy of the documents can also be obtained by any one so interested. Further, there is also an option to mention the number of pages in the document for which a certified copy is required as well as 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. [Rule 14 of Companies (Registration Offices and Fees) Rules, 2014].
  • Any person may:
    1. Inspect any document kept by the Registrar, being documents filed or registered by him in pursuance 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.
    2. Require a certificate of incorporation of any company, or a copy or extract of any other document or any part of any other document to be certified by the Registrar, on payment of fee. [Rule 15 of Companies (Registration Offices and Fees) Rules, 2014].

15. E-Forms

• • An e-form is only a re-engineered conventional form notified and represents a document in electronic format for filing with MCA authorities through the Internet. This may be either a form filed for compliance or information purpose or an application seeking approval from the MCA.
  • 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.
  • Under e-filing system, Company Secretaries are required to be familiar with computer, internet, MCA-21 electronic filing system, pdf files and using digital signatures.

16. Pre-Requisites for E-Filing on MCA-21

• • Digital Signature Certificate (DSC) of either Class 2 and Class 3 signing certificate category issued by a 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.
  • The Certifying Authorities are authorized to issue a Digital Signature Certificate with a validity of one or two years.
  • Hardware and Software Requirements: The minimum system requirements for e-filing on MCA-21 are as under:
    1. any computer or laptop;
    2. an efficient operating system;
    3. latest browser;
    4. Adobe Reader from version 11 or later;
    5. Scanner (above 200 DPI) for converting the attachments in the PDF format; and
    6. Java Runtime Environment (JRE) updated version.

17. Important terms used in e-filing

17.1 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.

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.

17.2 Attachment

• • An attachment refers to a document that is sent as an enclosure with an e-form by means of an attached file.
  • The objective of the attachment is to provide details relevant to the e-form for processing.
  • While 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.
  • 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.

17.3 Modify

• • Once the user has done “Check Form” the form gets locked and it cannot be edited.
  • If the user wishes to make any alteration, the form can be overwritten by clicking the “Modify” button.
  • If the user wants to modify the form after pre-scrutiny failure, the user can get the e-form and whichever fields have to be changed only those may be modified by using the “Modify” button.

17.4 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.

17.5 Check Box

Applicable Check box is required to tick out of the two or more boxes wherever it appears in the e-form.

17.6 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.

17.7 Text Box

Text box is meant to provide details on the relevant point by the person filing 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.

17.8 Country Code

The applicant is required to fill up the country code in the e-form. This is available in the instruction kit.

17.9 Stock Exchange Code

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.

17.10 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.
Example 8: If the user enters alphabets in “Date of Appointment of Director” field, he/she will be asked to correct the entered information.
Example 9: If the size of e-form including attachment is of bigger size then the attachment may be filed through an addendum.

17.11 Pre-Scrutiny

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.

17.12 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:

• • User logs in to MCA-21 portal and uses e-form upload service.
  • User browses the e-form and clicks on “Submit” button.
  • User will be shown errors, if any.
  • If e-form is successfully submitted, user will get confirmation message and will be lead to the fee payment screen.

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.

17.13 Addendum to e-form

• • The user may have to submit some additional supporting documents that are not submitted during the e-form filing but are required for the processing of the e-form.
  • MCA may also ask the applicant to provide some additional documents in support of the e-form already filed so as to expedite the processing of the same.
  • The user can initiate this on their own by checking the track transaction status on My MCA portal or on being notified by MCA through email.
  • 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).
  • Payment of fees is not required for filing an addendum.
  • Process of filing an addendum: The normal process of filing an addendum is mentioned below:
    1. The applicant enters SRN for which document needs to be attached.
    2. The applicant attaches relevant document and clicks “Submit”.
    3. The system verifies that the status of entered SRN is “In Progress” and the submitted document gets accepted.

17.14 Service Request Number (SRN)

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.

18. Pre-certification of certain e-forms

18.1 Necessity of Pre-certification

• • Introduction of pre-certification by an independent professional in the e-form aimed at reducing the workload of the Registrar of Companies.
  • Once an e-form has been pre-certified by a professional towards its authenticity based on the particulars 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 officers of the Ministry.
  • If a professional gives a false certificate or omits any material information knowingly, he is liable to punishment under Sections 447 and 448 of the Companies Act, 2013 besides disciplinary action by the Institute which issued the Certificate of Practice.

18.2 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. INC-22 (Notice of situation or change of situation of registered office).
  • FORM No. INC-28 (Notice of Order of the Court or any other competent authority).
  • FORM No. PAS-3 (Return of allotment).
  • FORM No. SH-7 (Notice to Registrar of any alteration of share capital).
  • FORM No. CHG-1 (Application for registration of creation, modification of charge (other than those related to debentures) including particulars of modification of charge by Asset Reconstruction Company in terms of Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI)
  • FORM No. CHG-4 (Particulars for satisfaction of charge thereof).
  • FORM No. CHG-9 (Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures).
  • FORM No. MGT-14 (Filing of Resolutions and agreements to the Registrar).
  • FORM No. DIR-6 (Intimation of change in particulars of Director to be given to the Central Government).
  • FORM No. DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them).
  • FORM No. MR-1 (Return of appointment of managerial personnel).
  • FORM No. MR-2 (Form of application to the Central Government for approval of appointment of MD or WTD or Manager).
  • FORM No. GNL-1 (Form for filing an application with Registrar of Companies).
  • FORM No. GNL-3 (Particulars of person(s) or Key managerial personnel).
  • FORM No. NDH-1 (Return of statutory compliances).
  • FORM No. NDH-2 (Application for extension of time).
  • FORM No. NDH-3 (Half yearly Return).
  • FORM No. MSC-1 (Application to ROC for obtaining the status of dormant company).
  • FORM No. MSC-3 (Return of dormant companies).
  • FORM No. MSC-4 (Application for seeking status of active company).
  • Form No. AOC-4/AOC-4 CFS/ AOC-4 XBRL (Form for filing XBRL document in respect of financial statement and other documents with the Registrar) AOC-4 NBFC/AOC-4 CFS NBFC.
  • PAS-6 (Reconciliation of Share Capital Audit Report on half yearly basis for unlisted public company).
  • INC-20A (Declaration of Commencement of Business).
  • DIR-3 KYC (Director’s KYC).
  • INC-22A (Active Company Tagging Identities and Verification – ACTIVE)
  • STK-2 (Application for removal of name of company from Register of Companies).
  • MGT-7/ MGT-7A (Annual Return) shall be signed by a director and the company secretary, or where there 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

19. Fees and Mode of Payment
[Rule 12 and Rule 13 of the Companies (Registration Offices and Fees) Rules, 2014]

• • Fees: The documents required to be submitted, filed, registered or recorded or any factor information required or authorized to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of the fee or on payment of such additional fee as applicable, as mentioned in Table annexed to Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014.
  • Mode of Payment: The fees, charges or other sums payable for filing any application, form, return or any 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. [ Rule 13 of the Companies (Registration Offices and Fees) Rules, 2014]

20. Guidelines for Filing of E-forms

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: Each time we are required to file an e-form, we should download the 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.
  • Mandatory fields of e-forms: The e-form contains a number of mandatory fields, marked with the red colour star (*) which are required to be filled in. Certain other fields are non-mandatory in nature which may be filled in as may be relevant in any particular case.
  • Tool Tips: An e-form contains tool tips for context sensitive help.
  • Instruction Kit: An instruction kit is available for each e-form, which contains details of the instructions for properly filing the e-form. It is important to go through it before filing the e-form.
  • Online or offline mode: An e-form may be filled in either online or offline mode. Online filing implies that the e-form is filled while being still connected to MCA portal through the Internet. Offline filing denotes that the e-form is downloaded into the user’s computer and filled later without being connected to the Internet.
  • Mandatory attachments: An e-form may require certain mandatory attachments to be filed along with it. Optional attachments may also be filed with an e-form. The list of such attachments is displayed in the e-form.
  • Standardized Features of e-forms: An e-form contains certain standardized features. It starts with the Corporate Identity Number (CIN) which works as a unique identifier of a company (in the case of an Indian Company). In the case of foreign company, the Foreign Company Registration Number (FCRN) is required to be filled-up. By entering the number, the company details to the extent these are available in static form in the database are automatically filled in by using the pre-fill functionality.
  • 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 portion into either English or Hindi certified by a responsible officer of the company to be correct, shall be attached to each copy of the document which is furnished to the Registrar. All such documents shall be converted into pdf format.
  • Declaration in e-forms: Next to attachment, there is a declaration that is sought from the person filing the e-form to the effect that the information given in the e-form and the attachments is correct and complete.
  • 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 for successful filing/submission.
  • MS-word file converted into pdf file is preferred: Scanned documents take more space and as far as possible. Thus, MS-word file converted into pdf file is preferred.
  • Electronic Forms Data: All electronic forms require the date of board meeting to be specified under the head verification. In the said column, the date of the board meeting at which the person is authorised to sign and submit form shall be specified. Where it is mentioned in the form that it has to be signed by specific person, it should be so digitally signed.
  • Digital signature of a third party: The digital signature of a third party may also be required in certain cases. In the case of an e-form for creation or modification of charges, such digital signature is also required from the Bank or Financial Institution.
  • Authentication by Practicing Professionals in case of certain e-forms: In certain cases, a certificate 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.

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.

• • Built-in facilities to check the filled in e-form: There are built-in facilities to check the filled in e-form for requisite validations, to do pre-scrutiny and to modify the e-form when the same is required to be re-submitted.
    Afterward, 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.
  • Physical filing in addition to e-filing: Certain documents need physical filing in addition to e-filing. It 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: After the filling part is complete, the e-form is ready for submitting into the MCA central documentary repository and when the submitted button is pressed, the e-form gets uploaded into the MCA central document repository.
  • 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 employee based on pre-defined assignment rules as part of MCA back office work flow automation.
    Once the payment has been made the status of payment made and filing status can be tracked on the MCA-21 portal by using the “Track Your Payment Status” and “Track Your Transaction Status” link respectively.
  • Approval by authorized officer: In the case of an e-form, the authorized officer affixes his/her digital signature for registering/approving/rejecting the same.
  • Acknowledgement: After the processing of the e-form is completed, an acknowledgement email is sent to the user regarding its approval/rejection.

21. XBRL

21.1 XBRL Filing

• • XBRL stands for Extensible Business Reporting Language.
  • XBRL is a language for the electronic communication of business and financial data which has revolutionized business reporting around the world.
  • It provides major benefits in the preparation, analysis and communication of business information.
  • It offers cost savings, greater efficiency and improved accuracy and reliability to all those involved in supplying or using financial data.
  • XBRL is a data-rich dialect of XML (Extensible Markup Language), the universally preferred language for transmitting information via the Internet.
  • It was developed specifically to communicate information between businesses and other users of financial information, such as analysts, investors and regulators.
  • XBRL provides a common, electronic format for business reporting.

21.2 XBRL tags

• • In XBRL, information is not treated as a static block of text or set of numbers.
  • Computers can treat information that has been tagged using XBRL ‘intelligently’; they can recognize, process, store, exchange and analyse it automatically using software.
  • Instead, information is broken down into unique items of data. These data items are then assigned mark-up tags that make them computer-readable. Because XBRL tags are formed in a universally-accepted way, they can be read and processed by any computer that has XBRL software.
  • XBRL tags are defined and organized using categorization schemes called taxonomies.

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.

21.3 XBRL Taxonomies

• • The XBRL language uses different dictionaries, known as ‘taxonomies’, to define the specific tags used for each standard.
  • Different dictionaries may be defined for different purposes and types of reporting.
  • Taxonomies are the computer-readable ‘dictionaries’ of XBRL.
  • Taxonomies provide definitions for XBRL tags. They provide information about the tags and they organize the tags so that they have a meaningful structure.
  • As a result, taxonomies enable computers with XBRL software to understand what the tag is (such as: whether it is a monetary item, a percentage or text).
  • In tagging Section, “N” refers to navigation, “A” refers to attaching the disclosures “T” refers to text entry etc.
  • 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).
    This additional information is called meta-data. When information that has been tagged with XBRL is transmitted, the meta-data contained within the tags is also transmitted.
  • 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.

21.4 Key Benefits of XBRL Filing

• • Relevant data has tags and selective information can be fetched for specific purposes by various government and regulatory agencies.
  • It is in conformity with Global Reporting Standards which helps in improved data mining and relevant information search.

21.5 Applicability of XBRL Filing

The Ministry of Corporate Affairs has mandated the following select class of companies mentioned below to file financial statements in XBRL (Extensible Business Reporting Language) mode and by using the XBRL Taxonomy:

• • all companies listed with any Stock Exchange(s) in India and their Indian subsidiaries; or
  • all companies having paid-up capital of Rupees five crore and above; or
  • all companies having turnover of Rupees one hundred crore and above; or
  • all companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015.

Exemption from XBRL Filing: However, the companies in banking, insurance, non-banking financial companies and housing finance companies are exempted from XBRL filing till further orders.

21.6 “Once an XBRL, Always an XBRL”

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 XBRL under the erstwhile rules, namely the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2011, shall continue to file in XBRL mode only.

Thus, in nutshell, “Once an XBRL, Always an XBRL”.

21.7 Steps for filing Financial Statements in XBRL mode

Steps for filing Financial Statements in XBRL mode:

For preparing instance document, the taxonomy as applicable for the relevant financial year is to be used.

1. 1. Download XBRL validation tool from MCA Portal.
   2. Load the instance document in the validation tool.
   3. Validate the instance document.
   4. This stage has to be carefully dealt, since the internal validation tool may only highlight the arithmetic errors, and only the MCA tool will give the .XML error required to be handled for filing.
   5. Pre-scrutiny of the instance document.
   6. Convert to pdf and verify the contents of the instance document. (This step is essential to ensure that the disclosures contained in XBRL document are as per Audited Financial Statement adopted in the AGM and the textual information entered in the instance document are clearly viewable).
   7. Attach instance document to the Form 23AC-XBRL and 23ACA-XBRL or From AOC-4(XBRL).
   8. Submitting the XBRL Form on the MCA portal.
   9. Viewing of balance sheet and profit and loss submitted in XBRL form on MCA portal.

22. Modes of Payment of Fees

MCA-21 system provides for the facility of payment of statutory fees through multiple modes i.e.

• • Offline payment through a challan generated by the system and payment of fees at the counter of the notified bank branches through DDs/Cash.
  • 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 e-Challan.
  • User can make the payment through online payment mode i.e. Credit card or Internet banking through Pay Later.

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, if in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purposes of any of the provisions of this Act or the rules made there under, any person makes a statement:

1. 1. 1. which is false in any material particulars, knowing it to be false; or
      2. which omits any material fact, knowing it to be material, he shall be liable under Section 447.

• • 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 which may extend to ten years and shall also be liable to fine which shall not be less than the amount 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 of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to fifty lakh rupees or with both.

Also Read:
Companies Act 2013 in a Nutshell