MCA Establishes Central Processing Centre to Process E-Forms

On February 2, 2024, the Ministry of Corporate Affairs (“MCA“) issued a notification1 to establish a Central Processing Centre (“Centre“) with territorial jurisdiction throughout India in IMT Manesar, Gurgaon. This notification came in force on February 6, 2024 and was issued pursuant to Section 396 of the Companies Act, 2013 (“Act“), which empowers the Central Government to notify offices for the purposes of registration of companies under the Act. Additionally, the aforesaid section also stipulates that the Central Government may appoint registrars, additional/joint/deputy and assistant registrars as may be necessary for the registration of companies and the discharge of various functions under the Act.

The aforesaid notification stipulated that the Centre would be required to process and dispose off e-forms filed along with the fee stipulated in the Companies (Registration of Offices and Fees) Rules, 2014 (“Rules“). Further, it also clarified that the jurisdictional Registrar (other than the Registrar of the Centre) within whose jurisdiction the company has its registered office would retain jurisdiction over the companies whose e-forms are processed by the Registrar of the Centre in respect of all other provisions of the Act and rules framed thereunder.

Thereafter, the MCA issued another notification dated February 14, 20242 to amend the Rules. The amended Rules came into effect on February 16, 2024, with provisions governing Centres. The newly inserted Rule 10A of the Rules stipulated that the Registrar of the Centre would have the power to examine (or cause to be examined) every application/ e-Form/ document provided in sub-rule (3) for the approval/ registration/ record of the Registrar.

Rule 10A also stipulates that the Registrar ought to take a decision on the applications, e-forms or documents within 30 (thirty) days of it being filed; unless the applications, e-forms or documents require the prior approval of the Central Government/ Regional Director/ any other competent authority.

The abovementioned notification dated February 14, 2024 also details the applications, e-Forms or documents over which the Registrar shall exercise jurisdiction (all over India) including: filing of resolutions and agreements to the Registrar under Section 117 of the Act in e-Form no. MGT-14; return in respect of buy-back of securities under sub-section 10 of Section 68 of the Act in e-Form no. SH-11; conversion of public company into private company or private company into public company under sections 14 and 18 of the Act in e-Form no. INC-27; etc.

Of the applications, e-forms and documents listed in Rule 10A(4) of the Rules; if multiple applications, e-Forms or documents are filed at a time, they shall all be examined and decided by the Registrar of the Centre. Finally, Rule 10A(6) of the Rules also restricts the Registrar of the Centre from exercising any powers under Section 399 of the Act in relation to the applications, e-forms and documents listed in Rule 10A(4); and states that the Registrar having territorial jurisdiction would continue to exercise his power under the aforesaid section.

Section 399 of the Act stipulates that any person may inspect (by electronic means) any documents kept by the Registrar in accordance with the rules made; or require a certificate of incorporation of any company (or a copy/extract of any other document to be certified by the Registrar; subject to the provisos contained therein. It also stipulates that any process for compelling the production of any document kept by the Registrar may only issue from a court or the tribunal with the leave of such court or tribunal. Section 399 also lays down that a copy of/extract from any document kept and registered at any of the offices for the registration of companies under the Act (certified to be a true copy by the Registrar) shall be admissible in evidence as of equal validity with the original document.

The processing of forms and filings in relation to the day-to-day functioning has a crucial position of importance in the machinery that runs the regulated market. Steps such as the introduction of more Centres underscores this importance and ensures more streamlined processing and disclosure of data relating to companies.

1 Notification No. S.O. 446(E).

Notification No. G.S.R. 107(E).