MAJOR REFORMS & INITIATIVES
i. The Ministry of Corporate Affairs took up a bold initiative in Government Process Re-engineering (GPR) and launched the Simplified Proforma for Incorporating Company Electronically (SPICe) e-Form, on the occasion of Gandhi Jayanti (2nd Oct) 2016. SPICe is a versatile form which leverages on digital technology by eliminating the need for hard copies of physically signed documents being attached to an e-form. SPICe is now the Sole, Simplified & Versatile form available for incorporation of a company in India
ii. Further, Ministry has also integrated the MCA21 System with the CBDT for issue of PAN and First TAN to a company incorporated using the Simplified Proforma for Incorporating Company Electronically (SPICe). On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN and TAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation(CoI) as an attachment along with PAN and TAN is also sent to the user. Finance Act, 2018 amended section 139A of the Income-tax Act, 1961 and removed the requirement of issuing PAN in the form of a laminated card. Hence, it is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.
This has resulted in reduction in the number of processes and time taken for Starting a Business in the country.
iii. With reengineering in process and establishment of Central Registration Centre, incorporation of a company is completed in a single day. Allotment of Directors Identification Number (DIN), Permanent Account Number (PAN) and the first Tax Deduction Account Number (TAN) are subsumed in the incorporation process and, there is no separate process.
iv. Common seal under Companies Act, 2013 has been made optional since 29.05.2015. Accordingly, all Banks have been advised by the Indian Bank Association (IBA) not to ask for affixation of either common seal on the application form for opening of Bank Accounts by companies.
v. Deployment of common form for registration under labour related laws for EPFO and ESIC on the Shram Suvidha portal is being facilitated.
vi. Final registration for Delhi VAT and Maharashtra VAT is being done within a day, online.
vii. There is one single Registration Application Form for all the Acts administered by Maharashtra Sales Tax Dept. (MSTD) available on (www.mahavat.gov.in).
viii. Registration of Delhi Shops and Establishment Act, 1954 and Maharashtra Shops and Establishment Act, 1948 have been made fully online.
The Ministry of Corporate Affairs (MCA) brought about a transformational change in the company name reservation and incorporation processes by undertaking Government Process Re-engineering (GPR) and setting up the Central Registration Centre (CRC) for processing of Company “Name Availability” and “Incorporation” (INC-32 - SPICe).
The project to transform the processing of Company Incorporation e-Forms was undertaken with one clear objective – Applications for Name reservation and Incorporation of a company should be processed and completed within D+1 days (D=Date of Payment Confirmation) in line with Global best practices. The MCA rolled out the first phase of Central Registration Centre (CRC) on 25th January 2016 for processing Name Reservation applications and second phase of CRC for processing Incorporation applications on 28th March 2016.
The GPR exercise is in pursuance of the ministry’s objective of providing greater “Ease of Doing Business” to all stakeholders and has resulted in speedier processing of incorporation related applications, uniformity in application of rules, and eradicating discretion.
Outcome: The time taken for processing company incorporation applications being reduced drastically from between 5 to 15 working days in June 2014, to an average of 0.87 working days in March 2018. Similarly, the processing time for name availability applications has been brought down significantly from between 5 to 6 working days in June 2014, to an average of 0.46 days in March 2018.
In addition, more than 90% applications are being approved within 1 working day. This has resulted in speed, greater transparency, uniformity and eradication of discretion.
In the year 2016, Ministry has introduced a new e-form named INC-32 - SPICe (Simplified Proforma for Incorporating Company Electronically) in place of form INC-29, on the occasion of Gandhi Jayanti 2016, which provides more functionalities and deals with a single form for multiple services for incorporation of a company (except for Section 8 companies and Producer Companies). These are as follows: -
i. SPICe is a Simplified and Digital form for Company Incorporation.
ii. A Standardized format of e-Memorandum of Association and e-Articles of Association as per Companies Act, 2013 has been created in linked e-form.
iii. Provision to apply for Company Incorporation with a pre-approved Company Name, which is not available in INC-29 eform.
iv. Mandatory DSCs of Subscribers and Witnesses (max 7+1) in SPICe MOA and SPICe AOA instead of Ink signed signatures being done manually in documents attached with INC-29 e-form.
v. Standardization and machine tracking of changes to standard format made by stakeholders.
Outcome: Machine readability of forms, speed in Back Office Processing and positive identification of subscribers due to introduction of digital signatures.
The Ministry has electronically integrated the MCA21 System with the CBDT for issue of PAN and First TAN to a company incorporated using the Simplified Proforma for Incorporating Company Electronically (SPICe). On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN and TAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation(CoI) as an attachment along with PAN and TAN is also sent to the user. Stakeholders may note that Finance Act, 2018 amended section 139A of the Income-tax Act, 1961 and removed the requirement of issuing PAN in the form of a laminated card. Hence, it is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.
Outcome: This has resulted in reduction in the number of processes and time taken for Starting a Business in the country.
i. Ministry vide notification no. GSR 309(E) dt 30.03.2017 has prescribed w.r.t. related party transactions, where the consideration is equal or more than 10% of assets of the company, the same shall be approved by the members of the company. This has increased the shareholder rights with regard to voting and disclosure of a related- party transactions.
2. National Company Law Tribunal Rules were notified on 01.06.2016 to replace the Company Law Board (CLB). NCLT is initially located at ten places across India, equipped with requisite infrastructure and support staff, including Delhi, Mumbai, Kolkata, Hyderabad and Chennai. NCLT is expected to be more effective platform for adjudication of disputes on corporate law matters through disposal of such cases in a time bound and speedy manner.
3. The Companies (Management and Administration) Rules, 2014 has been amended on 23.09.2016 to provide that shareholding position of promoters and top ten shareholders of the company representing increase or decrease by 2% or more of the paid-up share capital shall be reported within 15 days of such changes.
ii) Listed company with 1000 or more members will have to provide to its members the facility to cast their votes through electronic means.
The amendment in the rules will increase transparency and reporting of the changes in the shareholding pattern within short period of time.
The Company Name Approval Process has been simplified by replacing the eform INC-1 with a new simple web-based application called RUN (Reserve Unique Name). RUN is a simple and easy process with only three relevant fields to be entered as compared to the erstwhile filing of form INC-1 which asked for more detailed information viz. proposed directors, proposed subscribers, proposed State/RoC, company type, class, category, sub-category etc. Further, obtaining a DIN and DSC by the applicant was a pre-requisite for filing the form which has been done away with altogether in the RUN web service.
Also, the time involved in processing of the name reservation application will be reduced since only proposed name needs to be checked against the ‘Entity type’ and the relevant name rules. All other information which were irrelevant at this stage have been now removed.
Fee for filing SPICe, MoA and AoA has been reduced to Zero for proposed companies where the authorized capital is upto Rs.10 Lakhs in case of company having share capital or where the number of members are upto 20 in case of company not having share capital.
REDUCTION IN PROCEDURES: Five procedures for Starting a Business are now integrated and can be done simultaneously in One step. Using the newly launched integrated e-Form SPICe, stakeholders now apply for Company Name, Company Incorporation, DIN of the directors, PAN and TAN for the newly incorporated company, and avail all FIVE services simultaneously. The requirement of a company seal has also been removed vide Company (Amendment) Act, 2015. Therefore, the reforms undertaken by the Ministry of Corporate Affairs have helped in reducing the procedures for starting a business in India and provide Ease of Doing Business.
REDUCTION IN COST/FEES: Zero fee is payable for filing SPICe form, MoA and AoA in the following cases:
- where the authorized capital of the company is up to Rs.10 lacs in case of company having share capital or
- where number of members are up to 20 in case of company not having share capital.
REDUCTION IN TIME: Time taken to apply for name reservation has been reduced considerably as the form for name reservation (INC-1) has been replaced with a simple web service. Consequently, only 3 relevant fields need to be filled instead of 15 fields. Further, the time taken for processing company name reservation applications has been reduced drastically from between 5 to 15 working days in June 2014, to an average of 0.46 working days in March 2018. In addition, more than 90% applications are being approved within 1 working day. This has resulted in speed, greater transparency, uniformity and eradication of discretion.