Electronics in company law

CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 IMPORTANCE OF ELECTRONICS IN COMPANY LAW (or) NOTE-  Stakeholders includes shareholders, debenture holders and other security holders.  Records means any registers, minutes, agreement or any oth er document required to maintain under Companies Act, 2013 & rules made the reunder. After analyse the Proviso of Section 120 of Compani es Act, 2013 & rule 27 of Companies (Management &Administrative) Rules, 2014, No Compan y need to maintain their records in electronic form. But, for the purpose of green init iative & paperless work need to work in Electronic mode. For the purpose of compliance the Companies Act, 2013 regarding records, company has to find the reliable software tool from the market (like Computax, ZEN KDK, SAG Infotech etc.) or use the MS office in proper s ense. Every Listed Company Every Company having 1000 Stakeholders or more. Shall may (amended on 24/07/2014) maintain its records i n electronic form. {Section 120 of Companies Act, 2013 & rules made thereunder} CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 Manner of maintenance of record in Electronic Form- 1. In same format, prescribed under Companies Act, 201 3 & rules made thereunder. 2. Adequate for future reference. 3. Must be Capable of being readable & reproduciable in printed form. 4. Dated & Signed digitally wherever required under Co mpanies Act, 2013 & rules made thereunder. 5. Not capable of being edited or altered. 6. Capable of being updated. (when not required to dig itally signed). Following forms have been prescribed under Companie s Act, 2013 for maintenance of Statutory records & registers:- Sr. No. Relevant Sections and Rules Form Name Register Name 1 Section 46(3) and Rule 6(3)(a) of the Companies (Share Capital and Debentures) Rules 2014 Form No. SH-2 Register of Renewed and Duplicate Share Certificates 2 Section 54 and Rule 8(14) of the Companies (Share Capital and Debentures) Rules 2014 Form No. SH-3 Register of Sweat Equity Shares 3 Section 62 (1)(b) and Rule 12(10) the Companies (Share Capital and Debentures) Rules 2014 Form No. SH-6 Register of Employee Stock Options 4 Section 68(9) and Rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014 Form No. SH-10 Register of shares or other securities bought-back 5 section 85 and Rule 10(1) of the Companies (Registration of Charges) Rules, 2014 Form No. CHG-7 Register of charges 6 section186(9) & rule 12(1) Form MBP - 2 Register of loans, guarantee, security and acquisition made by the company 7 Section 187(3) and Rule 14(1) Form MBP - 3 Register of investments not held in its own name by the company 8 Section 189(1) and Rule 16(1) Form MBP - 4 Register of contracts with related party and contracts and Bodies etc. in which directors are interested CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 9 Section 88 (1)(a) and Rule 3(1) of the Companies (Management and Administration) Rules, 2014 Form No. MGT-1 Register of Members 10 Section 88 (1)(b) and(c) and Rule 4 of the Companies (Management and Administration) Rules, 2014 Form No. MGT-2 Register of debenture holders/ other securities holders 11 Section 170 & Rule 17 of Companies (Appointment & Qualification of Directors) rule 2014 Register Register of Directors and Key Managerial personnel and their shareholding MINUTES- The Minutes of each meeting contain a fair and corr ect summary of the proceedings threat. Every Company shall observe Sec retarial Standards (i.e. SS-1 & 2) with respect to general and Board meetings specified by the ICSI and approved by CG. The drafting and maintenance of minutes of meetings is a core function of the Company Secretary. So, the Company Secretary not only write s minutes, he writes history of the Company. APPLICABLE PROVISIONS- a) Section 118 of the Companies Act, 2013 b) Rule-25 of the Companies (Management and Administra tion) rules, 2014 c) SS-1 & 2 issued by ICSI KEEPING OF MINUTES BOOK-  At the registered office of the Company or such oth er place approved by the board.  Preserved permanently.  In the custody of Company Secretary or any director duly authorised by the board. MAINTAINANCE OF MINUTES BOOK- 1. Maintain in Physical form. 2. Every Listed Company or a Company having 1,000 Stak eholders (Shareholder, Debenture holder or other security holder) may main tain its records in electronic form with Timestamp . 3. The Pages of the Minutes books shall be consecutive ly numbered. 4. If minutes maintained in loose- leaf form, there sh all be a proper locking device. 5. Minutes shall be written in third person and past tense & resolutions shall be written in present tense . 6. Minutes shall be entered in the Minutes book within 30 days from the date of conclusion of the meeting. CS SHIVAM SINGHAL E-mail id - csshivamsinghal17@gmail.com ACS, B.COM Contact - 9359135062, 8750993347 7. The date of entry of the minutes in the Minutes boo k shall be recorded by CS, if there is no CS by any other person authorised by board. 8. Minutes, once entered in the Minutes book shall not be altered. NOTE- “Timestamp” means the current time of an event that is recorde d by a Secured Computer System and is used to describe the time th at is printed to a file or other location to help keep track of when data is added, removed, sen t or received. SIGNING ON MINUTES Each page should be signed initialled or signed & t he last page of the record of proceedings of each meeting Agreement- As per Contract Act, 1872 “Agreement” means exchange of promise/ set of promise with promise or set of promise. For Example - Rent Agreement, Employment Agreement etc. Other Documents- Every Electronic form which is need to be filled b y Company to Authorities Under MCA21 as per Companies Act, 2013 & rules made thereunder. In Case of Board Meeting or Committee meeting In Case of General Meeting In Case of resolution passed by postal ballot By the Chairman of the meeting or Chairman of the succeeding meeting. By the Chairman of the meeting within 30 days or in the event of death or inability of that chairman within that period by a director duly authorised by the board for the purpose. By the Chairman of the board within 30 days or in the event of there being no chairman of the board or the death or inability of that chairman within that period by a director duly authorised by the board for the purpose.