Can Statutory Registers which are mandatry to be maintained be made in soft form? (under companies act 1956 eg. u/s 153, 301 etc)
nidhigoel89
(Company Secretary )
(594 Points)
Replied 18 July 2011
Hello,
Yes, we can make the statutory regiser in soft copy. For the signing purpose you need to take the print out of the same and get it signed by authorised person.
Regards
Nidhi
Jaideep
(Service)
(1368 Points)
Replied 19 July 2011
Two things which have to be first answered are:-
1. Does the Companies Act, 1956 allow storage of Registers in the Electronic format?
2. Does the Companies Act, 1956 allow Maintenance of Registers at the place other than the Registered Office of the Company?
Primarily we need to first examine the provisions of the Companies Act, 1956, Information Technology Act, 2000, Indian Evidence Act to answer the aforesaid questions.
The term record of register is not defined in the Companies Act, 1956. Pursuant to Section 2 of the Companies Act, reference can be made to the Depositories Act, 1956 for words and expression not defined in the Companies Act, 1956. Depositories Act, 1956 define term “ record” to include the records maintained in the form of books or stored in a computer or in such other form as may be determined. Thus preliminary investigation reveals that record can be kept in the electronic format unless otherwise required under the Companies Act, 1956.
Now we move on to the Information Technology Act, 2000. This act permits the maintenance of registers and records in electronic mode. Such registers and records should be maintained in accordance with the provisions of the said Act.
Section 7 of the Information Technology Act, 2000 which provides for retention of electronic records. The said section reads as under
“(1) Where any law provides that documents, records or information shall be retained for any specific period, then, that requirement shall be deemed to have been satisfied if such documents, records or information are retained in the electronic form, if – bla bla bla………..”
It is pertinent to note that the MCA has inserted section 610C, 610D and 610E in the Companies Act, 1956 so as to make provision for electronic filing system and for payment of fees through electronic form.
The substance of the above discussion is that if the Companies Act, 1956 do not provide expressly for maintenance of electronic register & records by the Companies, the Companies would be automatically entitled to maintain the records electronically subject to the conditions laid down in section 7(1) of the IT Act, 2000.
Now we move on to the question of maintaining the registers at the place other than the registered office of the company. Attention is invited to Section 163 of the Companies Act which provides for maintenance of Register and Index of members / Register and Index of Debenture holder at the registered office of the company.
However the said section permits the company to keep the aforesaid registers at the place other than the registered office of the company within the same city or town provided the same is authorizes by a special resolution of members.
The strict legal interpretation of the above suggest that though the company can maintain the registers in the electronic format but not all registers can be kept at the place other the registered office of the company.
Please share your opinion
Regards
Jaideep Pandya
SANTOSH SHAH
(Company Secretary)
(754 Points)
Replied 19 July 2011
Hello Mr.Jaideep
Thanx for wonderful explanation. Very Informative.
With due respect to your views, i would like to add that,
The Companies Act does not expressly allow timebeing for keeping registers in electronic format.
No doubt by referring to other acts like IT, which states records can be kept in Electronic mode.
MCA has also recently come out with Green Initiative with Paperless Compliance, by sending notices and reports in
E-mode.
So in my view, unless the MCA Expressly comes out with Circular or through New Companies Bill, allowing registers
to be kept in Electronic mode, till then its advisable to keep them in physical mode.
Other members / Experts views solicited.
regards
Santosh Shah
Jaideep
(Service)
(1368 Points)
Replied 19 July 2011
Thanks Santosh for your views, this is the only point for which have invited views.
Agreed with your points, however just for the argument sake, if case goes to Courts, it will take coznicance with respect IT Act as the same is involved for maintinging the records in e-mode.
vaibhav
(CA & CS)
(577 Points)
Replied 15 August 2011
Hello All of you,
The debate put on by all of you are highly appreciated. I am thankfull to all of you. Expecting this type of enthusiasm in future as well for my foreum.
Regards,
Vaibhav
Secretarial Organizer
(Self Employed)
(52 Points)
Replied 04 January 2012
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