Clarification Regarding service of documents by e-mode instead of Under Posting Certificate – MCA permits service of documents through e-mail

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Finally, as a move to relieve the Corporate of huge financial burden of sending physical documents such as notices etc. by Registered Post instead of Under Posting Certificates after it being discontinued by the Postal Authorities, the Ministry of Corporate Affairs has come up with a Green Initiative of permitting the service of documents upon the Shareholders through e-mail or other permissible electronic modes instead of physical mode. The move is not only a Green Initiative but also a big boon for the corporate incurring huge financial expenditures on the printing and dispatch of documents from time to time and a directional approach towards the IT revolution.

The ministry has utilized the provisions of Section 2, 4, 5 and 81 of the Information Technology Act 2000 which provides for an overriding effect to the provisions of the IT Act and calls for adequate compliance of law in case the requisite information which otherwise would have been made available in writing, typewritten or printed form, if such information is made available in electronic form. Similarity the authenticity of digital signatures has been provided for herein.

The notification further provides that the company has to take consent from members for sending the notice / documents to them through email and has to provide a forum for registering and changing the email from time to time. Others who do not opt for electronic mode of information or whose email is not registered would be served information in the manner as provided in section 53 of the Companies Act, 1956.

______________________________

Circular No. 17/2011;

NO 17/95/2011 CL-V

Government of India

Ministry of Corporate Affairs

Dated: 21.04.2011

All the Regional Directors,

All the Registrar of Companies/ Official Liquidators

Subject: -Green Initiatives in the Corporate Governance –Clarification regarding service of documents by e-mode instead of Under Posting Certificate (UPC).

Sir,

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies after considering sections 2, 4, 5, and 81 of the Information Technology Act, 2000 for legal validity of compliances under Companies Act through electronic mode.

Section 53 of the Companies Act, 1956 provides service of documents under ‘Certificate of posting’ as one of the accepted mode of service. Whereas the Department of posts has recently discontinued the postal facility under ‘Certificate of posting’ vide their letter dated 23.02.201 1. The Information Technology Act, 2000 also permits service of documents etc., in electronic mode.

Keeping in view of above, it is hereby clarified that a company would have complied with Section 53 of the Companies Act, if the service of document has been made through electronic mode provided the company has obtained e-mail addresses of its members for sending the notice/documents through e- mail by giving an advance opportunity to every shareholders to register their e- mail address and changes therein from time to time with the company.

In cases where any member has not registered his e-mail address with the company, the service of document etc will be effected by other modes of service as provided under section 53 of the Companies Act, 1956.

Yours faithfully,

(Kamna harma)

Assistant Director

Copy to: All concerned.