Many persons ask questions in relation to uploading of forms with unsigned attachments like –
(a) whether it is mandatory to attach only signed documents?
(b) Whether document as SD/- can be uploading with roc e-forms?
In this editorial author shall discuss provisions under companies Act Relating to Filing of Applications, Documents, Inspection etc. in Electronic Form.
|Question: Whether documents marked as SD/- instead of actual signatures can be uploaded on MCA?|
Extract of law:
As per Section 398, (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, the Central Government may make rules so as to require from such date as may be prescribed in the rules that—
(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;
As per Rule 8 of Companies (Registration Offices and Fees) Amendment Rules, 2014, Authentication of Documents: (6) Scanned image of documents shall be of original signed documents relevant to the e-forms or forms and the scanned document image shall not be left blank without bearing the actual signature of authorized person
Whether unsigned documents or documents marked with Sd/- can be filed with Authorities?
This question can be answered clearly by plain reading of Section 398 read with rule 8 of Registration office and fees rules.
Power is vested with Central Government (MCA) u/s 398 to make rules regarding manner of filing of documents with authorities. MCA clarifies answer of this question in rule 8(6) Authentications of Documents.
Rule 8(6) says two things:
Point 1: Scanned image of documents shall be of original signed documents relevant to the e-forms or forms
As per this provision, whatever documents attached with any e-form filed with authorities shall be copy of original signed documents.
Therefore, one can opine that if a document is a copy of original signed document then it can’t be filed mentioning SD/-
Even, it is responsibility of Director/ professional certifying the e-form to check the original signed copy of the documents are only attached in the e-form.
Point 2: the scanned document image shall not be left blank without bearing the actual signature of authorized person
As per this provision, whatever documents attached with any e-form filed with authorities shall not left blank without actual signature.
Therefore, one can opine that documents attached with e-form should be signed; it can’t be unsigned or left blank without signature.
Therefore, many people ask whether List of Shareholder in MGT-7 should be signed or not? Answer for same can be derived from the above two corollaries that any document being filed with ROC can’t be left blank without signature.
Therefore, one can deduce that each and every document submitted with authorities in electronic form:
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).