On
28.08.2015, I was watching DNA on Sheena Murder Case on Zee News. The reporter
Sudhir Choudhary disclosed the companies in which the Indrani Mukerjea was acting
as Director. They showed on National Television the Form 32 being filed by the
Indrani for her resignation from the directorship of the company in 2009 from 9X
MEDIA PRIVATE LIMITED. Indrani was CEO and founder Director Promoter of
such company and left the management roles in March 2009. What was shocking to
them was that Form 32 had been filed by the Indrani for giving her resignation
but the photo attached along with her resignation letter in Form 32 was of her
Ex Husband Sanjeev Khanna.
matter was disclosed by the reporter Sudhir Choudhary to create the connection
between Indrani Mukerjea and her Ex Husband Sanjeev Khanna that even after
their divorce in 2002 she kept the documents/ photographs of her husband in her
records and provided the same in various departments which is the case where
she had cheated MCA or the investor who may have invested in the company. DNA
revealed that the Indrani, herself, was shocked that she even does not know
that how all it happened.
If
we look into the serious node under companies act 2013, the false statement/
documents have been produced by the Indrani which will come under section 447
as Fraud which has been done intentionally to gain some advantage or to injure
the interest of the company or its shareholders, and the punishment of the same
is imprisonment for at least 6 months which can be extended up to 10 years
under the act. But as the mistake has been done under Companies Act 1956, where
no specific definition of fraud was given but still imprisonment of 2 years was
specified under section 628.
But to my mind, why Indrani was shocked
for this, was not the fault of Indrani who had submitted the photo of her ex
husband rather this could be because of the Professionals who might be CA, CS
or CWA who had submitted the documents on behalf of its clients and ignore the
important aspects of attachments at time of filing of Form 32 with MCA.
Why I am emphasizing on Professionals
here is just because the documents are submitted by the clients with CA/CS/CWA
and these are being uploaded at MCA by the professionals only via using their
Digital Signatures and via their login provided by MCA.
That’s
why I have named my article as IMPERFECTION IN THEPROFESSIONAL WORK.
I am not blaming the Professionals here for their work but many a times,
unknowingly these mistakes happen. But what is happening during filing of
documents in no. of cases, is it right. This is not only the case of Indrani
but in no. of companies the things are happening and this is just because of
the nature of “JANE DO” by a no. of Professionals. If you download the
documents and e forms from the records of MCA for 10 companies, you will find
the silly mistakes in 8 of the companies. The quantum of mistakes increase in
documents filed with respect to annual filings. As at that time because of
tension of last dates and heavy rush, professionals do not take the matter
seriously and they file the documents with incorrect attachments or
non-attachments of important documents. In many of the companies, we may also
find that the attachments of balance sheets and related documents attached in e
forms belongs to some other companies.
apart at time of filing the documents with MCA
specially as the documents now being filed with MCA are via online through STP
mode and once filed cannot be changed later on. In case of Income tax, when
someone realize about some mistake, he can revise the return but this not in
case of ROC filings. Moreover, most of the documents are approved via STP and
not being checked by the concerned Registrar instantly and no objection is
being raised from their end, in case wrong filing is done. So precautions must
be taken by We Professionals only at time of filing of documents with the MCA/
ROC or with any other departments because filing of these documents may affect
our clients in future or in another way can hit the Professionals also.
The
reason is that these mistakes are being noticed as documents filed with ROC are
public documents and can be viewed by any person for any company by paying fees
of Rs. 100 with concerned Registrar of companies. Rather in other cases like
Income Tax, Service tax, sales tax, no person can view documents of any other
unknown person from any departments. So Professionals especially we Company
Secretaries have to be cautioned in such cases.
What
silly mistakes, we can notice many times when documents are inspected and
downloaded from MCA Site are:
1.
Attachment of one company in E Forms of another company just like happened in
case of Indrani while filing of her Form 32
2. Attaching
of unsigned documents with E Forms. Use of word “Sd/-’ in place of signatures
of Director on the documents.
3. In
most of the cases, even the word “Sd/-” not being used and word is directly
converted into .pdf and attached with E Forms
4. Scanning
not clear. In most of the cases, the whole page is black and even a word is not
being able to read.
5. The
basics of Section 12 are not followed by the companies in attachments of their
letter head i.e. not showing Registered Office address, email ids, phone nos.
websites names and CIN.
ROLE OF MCA TO AVOID SUCH
MISTAKES:
The
ministry is also cautious on this matter. That is the reason that MCA now has
started a Para for Professionals especially at end of each E Form which has
been reproduced as follows:
Certificate by practicing professional
I
declare that I have been duly engaged for the purpose of certification of this
form. It is hereby certified that I have gone through the provisions of the
Companies Act, 2013 and Rules thereunder for the subject matter of this form
and matters incidental thereto and I have verified the above particulars
(including attachment(s)) from the original/certified records maintained by the
Company/applicant which is subject matter of this form and found them to be
true, correct and complete and no information material to this form has been suppressed.
I further certify that:
i. The
said records have been properly prepared, signed by the required officers of
the Company and maintained as per the relevant provisions of the Companies
Act,
2013 and were found to be in order;
ii.
All the required attachments have been
completely and legibly attached to this form;
Moreover
at the end of every Form, special instructions in form of NOTE have been given
for Professionals and for companies which has been reproduced as follows:
Note: Attention is drawn to provisions
of Section 448 and 449 which provide for punishment for false
statement/certificate and punishment for false evidence respectively.
Conclusion: Conclusion is only that the
Professionals should in this Online Era of filing of returns and other
documents, should perform their work and duties with a responsibility with
perfection.
