RECENT AMENDMENTS IN THE COMPANIES ACT

1. Notification no G.S.R. 557(E) - Effective from 16.09.06 - Companies (Electronic Filing and authentication of Documents) Rules , 2006 a. Rule 3(1) - Every e-form (means a form in electronic form prescribed under the act or rules), application, document, declaration required to be filed or delivered under the act SHALL be filed in computer readable electronic form, in PDF and will be authenticated by MD, director, secretary or persons specified in the Act by the use of a valid DIGITAL SIGNATURE. In case of documents required to be filed on Non - judicial stamp paper, in addition to the electronic filing, document will be submitted in physical form also. b. Rule 3(2) -Every MD, director, secretary or persons specified in the Act for authentication shall obtain a digital signature certificate (A certificate issued under 35(4) of the Information Technology Act, 2000). Such certificate, to be valid, should be of class II or class III specification under the IT Act, 2000. c. Rule 4 - Filing , viewing, inspecting documents etc will be done on Electronic Registry to which access will be had through the specified web site/portal

d. Rule 5(2) - Every document, application, certificate notice etc required to be signed by the Registrar or an officer of C.G. shall be authenticated through a valid digital signature. e. Rule 5(3) - Company shall create and maintain at all times a valid electronic address (i.e. E-mail ID) and all communications from Registrar/Central Government to company or its authorized representatives, directors etc shall be sent to this address. Such address should be capable of receiving such communications and acknowledging the receipt of the same. f. Rule 6 - All certificates, licenses, receipts, approval, communications etc from the registrar/C.G. shall be in electronic form except cases where for some reason the same can not be issued in electronic form in which case the same will be issued in physical form under manual signature.

2. Notification no G.S.R. 649(E) - Effective from 01.11.06 - Companies (Director Identification Number) Rules , 2006 a. Rule 3(1) - Every individual, existing or intending to be appointed as director of a company (applies to all companies), shall make application electronically to the C.G. for allotment of DIN in form no. DIN - I b. Rule 3(3) &3(4) - Upon online application a provisional DIN is allotted which remains valid for a period of 60 days from the date of its generation. c. Rule 3(5) - A formal application in physical form (DIN - I) to be made to C.G. within 60 days of provisional DIN allotment

d. Rule 3(5)(ii) - Procedure for physical application i. Take print out of DIN -I filled form (so filled at the time of applying for provisional DIN), affix photograph, enclose true copies of proof of identity and of residence and physically sign the form and send by post or courier to 'MCA DIN cell,A-14 Sector - I, PDIL Bhawan, Noida , U.P.' ii. Photograph, identity proof and residence proof to be certified by 1.gazetted officer; 2.Notary public;3.C.A/CWA/CS;4. Company Secretary in full time employment of the company

e. Rule3 (7) - DIN so allotted shall be life time valid. f. Rule 4 - Application fee - Rs.100. However for applications before 31.12.06 no fee.

g. Rule 5 -Every existing director, upon receipt of DIN shall intimate (in form no DIN - II) within 30 days of receipt the DIN to all the companies in which he is a director. h. Rule 6 -Every company to furnish details of DIN (in form no. DIN-III)to the registrar in electronic form duly certified by a CS IN FULL TIME PRACTICE OR FULL TIME EMPLOYMENT along with the prescribed fee (no fee if filed before 31.03.2007). i. Rule 7- Any change in particulars given in DIN-I will have to be intimated in physical form within 30 days of such change in form no. DIN-4 (NO FEE FOR THIS).

3. Notification no G.S.R. 556(E) - Effective from 14.09.06 - Companies (Third Amendment) Regulations , 2006 a. Rule 2(ii) - The documents registered, recorded or filed with the registrar electronically or the documents which have been scanned and digitized and form a part of the electronic registry shall be available for inspection only in electronic manner upon payment of prescribed fee. 4. Bill no XXIV of 2006 - Effective from 16.09.06 - Companies ( Amendment) Bill , 2006

a. Proviso added to sec 253 -Accordingly no company shall appoint or reappoint any individual as director of the company unless he / she has been allotted DIN under 266B b. First proviso to 266 A - Every director appointed before commencement of Amendment Act 2006 SHALL MAKE , WITHIN 60 DAYS of the commencement an application to the C.G. c. 266D -Every existing director to intimate DIN within 1 month of receipt of the same, to all the companies in which he is a director. d. 266E - Every company to intimate details of DIN within 1 week of receipt of the intimation of DIN from director, to the registrar or other specified authority. e. 266F -Every person and company while filing any return , information, particulars etc required to be furnished under this act, in so far as that relates to any director or contains any reference to any director shall quote the DIN of such director. f. 266G - Contravention of 266A; 266C; 266D & 266E imposes penalty on any such intending or existing director who is at default. The fine may extend to Rs.5000 and in case of continuing one Rs.500 per day during the period of default. g. 610 B(1)(a & b)-w.e.f. 16.09.06 all applications, documents, notices, communications, returns, charge etc are required to be filed/served in electronic form under valid digital signature of the authenticating person. 5. Notification No. S.O. 1529 (E) - Sec 4 of the Companies Amendment Act 2006 which deals with electronic filing, will be effective from 16.09.06. 6. Notification No. G.S.R. 648 (E) - Sec (2) & (3) dealing with provisions related to DIN will come in force from 01.11.06 7. Notification for use of DSC - no. H.Q. 82/2006/Computerisation- use of DSC mandatory for all electronic filing with registrar or C.G. W.E.F. 16.09.06 8. Updated e- forms available for use from 19.11.06

Compliance with the amendments in companies act and rules there under a. Obtaining 2nd /3rd class digital signature by MD, DIRECTOR, COMPANY SECRETARY, or any other person by whom any document etc required to be filed under companies act is required to be signed. i. Effective date - 16.09.06 all electronic documents etc to be under digital signature only

ii. Procedure to obtain -As of now there are 7 certified agencies which can issue DSC their charges vary. The DSC may be with 1 or 2 yr validity and further it could be either class II or class III. For company act

purpose Min class II DSC needs to be obtained. For class II identity is verified against pre verified database where as for class III person is required to be present in person. b. E- filing of documents , notice , returns , communications etc with Registrar/ C.G.

i. Rule 3(1) Effective date - 16.09.06 all documents etc to be compulsorily in electronic form only (PDF form) and under DSC of the person required to sign that. In case of documents required to be filed on Non judicial stamp paper, in addition to the electronic filing, document will be submitted in physical form also. ii. 1. 2. a. Procedure for E - filing - E - Filing can be done through Virtual front office through www.mca.gov.in portal; Pre requisite for E- filing through virtual front office Install the following prerequisite software: i. ii. iii. iv. b. c. d. e. f. Windows 2000 / Windows XP - Operating System Internet Explorer v6.0 - Freely downloadable from the MCA portal Adobe Reader v7.0.5 - Freely Downloadable from the MCA portal Java Runtime Environment (JRE - latest version freely downloadable from www.sun.com)

Get yourself registered at the portal (www.mca.gov.in) Obtains a Director Identification Number (DIN). Obtain a Digital Signature Certificate (DSC). Broadband Internet connectivity or higher. A scanner (above 200 DPI) for converting the attachments in the PDF format.

3. Registrar's Front Offices set-up under the Project and Managed & operated by the Operator (53 all over India) - For this no charge is levied. Documents are required to be carried to the office in soft form with digital sign having been put ; and 4. Certified Filing Centers managed and operated by the Professionals on user charge basis (550 plus centers approved all over India at 85 cities). Same as for RFO. Some charge is leviable for the same. iii. Rule 5(3) - Company to create and maintain at all times a valid electronic address (i.e. E-mail ID) and all communications from Registrar/Central Government to company or its authorized representatives, directors etc shall be sent to this address. Such address should be capable of receiving such communications and acknowledging the receipt of the same. c. d. E - forms to be used after 19.11.06 Updated e- forms available for use from 19.11.06 Bill no XXIV of 2006 - Effective from 16.09.06 - Companies ( Amendment) Bill , 2006

i. Proviso added to sec 253 -not to appoint or reappoint Accordingly any individual as director of the company unless he / she has been allotted DIN under 266B

ii. First proviso to 266 A - Every director appointed before commencement of Amendment Act 2006 SHALL MAKE , WITHIN 60 DAYS of the commencement of the Act (i.e. within 60 days of 01.11.06) an application to the C.G. iii. 266D -Every existing director to intimate DIN within 1 month of receipt of the same, to all the companies in which he is a director. iv. 266E - Every company to intimate details of DIN within 1 week of receipt of the intimation of DIN from director, to the registrar or other specified authority. v. 266F -Every person and company while filing any return , information, particulars etc required to be furnished under this act, in so far as that relates to any director or contains any reference to any director shall quote the DIN of such director. vi. 266G - Contravention of 266A; 266C; 266D & 266E imposes penalty on any such intending or existing director who is at default. The fine may extend to Rs.5000 and in case of continuing one Rs.500 per day during the period of default. e. Notification no G.S.R. 649(E) - Effective from 01.11.06 - Companies (Director Identification Number) Rules , 2006 i. Rule 3(1) - Every individual, existing or intending to be appointed as director of a company (applies to all companies), shall make application electronically to the C.G. for allotment of DIN in form no. DIN - I ii. Rule 3(3) &3(4) - Upon online application a provisional DIN is allotted which remains valid for a period of 60 days from the date of its generation. iii. Rule 3(5) - A formal application in physical form (DIN - I) to be made to C.G. within 60 days of provisional DIN allotment iv. Rule 3(5)(ii) - Procedure for physical application

1. Take print out of DIN -I filled form (so filled at the time of applying for provisional DIN), affix photograph, enclose true copies of proof of identity and of residence and physically sign the form and send by post or courier to 'MCA DIN cell,A-14 Sector - I, PDIL Bhawan, Noida , U.P.' 2. Photograph, identity proof and residence proof to be certified by 1.gazetted officer; 2.Notary public;3.C.A/CWA/CS;4. Company Secretary in full time employment of the company f. g. Rule3 (7) - DIN so allotted shall be life time valid. Rule 4 - Application fee - Rs.100. However for applications before 31.12.06 no fee.

h. Rule 5 -Every existing director, upon receipt of DIN shall intimate (in form no DIN - II) within 30 days of receipt the DIN to all the companies in which he is a director. i. Rule 6 -Every company to furnish details of DIN (in form no. DIN-III)to the registrar in electronic form duly certified by a CS IN FULL TIME PRACTICE OR FULL TIME EMPLOYMENT along with the prescribed fee (no fee if filed before 31.03.2007). j. Rule 7- Any change in particulars given in DIN-I will have to be intimated in physical form within 30 days of such change in form no. DIN-4 (NO FEE FOR THIS).