Sections 397 and 398 of the Companies Act 2013: Electronic Filing and Admissibility of Documents

Sections 397 and 398 form part of Chapter XXIV of the Companies Act, 2013. They support the electronic corporate filing system by giving evidentiary recognition to authenticated records derived from filings with the Registrar and by enabling statutory filings, service, record maintenance, inspection, payments and Registrar functions to be carried out electronically.

In brief: Section 397 deals with the evidentiary status of authenticated copies or reproductions of documents held by the Registrar. Section 398 empowers the Central Government to prescribe an electronic framework for filings and related statutory functions.

Section 397 - Admissibility of certain documents as evidence

Section 397 begins with a non-obstante clause. A document reproduced or derived from returns or documents filed by a company with the Registrar, whether filed on paper or electronically or stored on electronic data storage or computer-readable media, is treated as a document for the purposes of the Companies Act and its rules when it is authenticated by the Registrar or another officer empowered by the Central Government in the prescribed manner.

Such an authenticated document is admissible in proceedings under the Act without requiring further proof or production of the original. It may serve as evidence of the contents of the original or of a fact stated in it where direct evidence of that fact is admissible.

Meaning and practical effect

The provision facilitates reliance on authenticated Registrar records without requiring the original company filing to be physically produced each time. Authentication remains important: the statutory evidentiary treatment applies to a reproduction or derivative document authenticated in the prescribed manner.

Section 398 - Filing, service, inspection and other functions in electronic form

Section 398 operates notwithstanding anything to the contrary in the Companies Act and is expressly without prejudice to section 6 of the Information Technology Act, 2000. It authorises the Central Government to make rules requiring specified corporate and regulatory processes to take place electronically and to prescribe the manner of authentication.

Under subsection (1), rules may require or provide for:

Electronic filing: applications, balance sheets, prospectuses, returns, declarations, memoranda, articles, particulars of charges and other documents required under the Act or rules may be filed electronically and authenticated as prescribed.
Electronic service: documents, notices, communications and intimations required to be served or delivered may be served or delivered electronically and authenticated as prescribed.
Electronic maintenance by Registrar: statutory filings and records may be maintained, registered or authenticated by the Registrar electronically.
Electronic inspection: records otherwise open to inspection may be inspected electronically in the prescribed manner.
Electronic payment: fees, charges and other sums payable under the Act or rules may be paid electronically as prescribed.
Electronic Registrar functions: the Registrar may electronically register changes, alterations and documents, issue certificates, record notices, receive communications and perform other statutory duties, functions and powers in the prescribed manner.

Explanation to Section 398(1)

The Explanation clarifies that rules made under Section 398 do not relate to the imposition of fines or other pecuniary penalties, demands or payment of fees for contravention of the Act, or punishment for a contravention.

Section 398(2) - Electronic scheme

Subsection (2) authorises the Central Government, by notification, to frame a scheme for carrying out subsection (1) through electronic form.

Applicable rules and present electronic filing framework

The Companies (Registration Offices and Fees) Rules, 2014 provide the operational framework for filing and authentication of company documents. In particular, MCA materials identify Rule 7 as dealing with the manner and conditions of filing and Rule 8 as dealing with authentication of documents, including authentication of electronic documents by authorised signatories using digital signatures.

In practice, company e-filings and related services are delivered through the Ministry of Corporate Affairs electronic filing system. Users should check the current MCA portal, the applicable webform or instruction kit, and the latest rules or notifications before filing because forms, technical requirements and fees may change.

Important statutory context

Sections 397 and 398 should be read with the other provisions in Chapter XXIV, including Section 396 on registration offices, Section 399 on inspection, production and evidence of documents kept by the Registrar, Section 400 concerning electronic and physical form, Section 402 concerning application of the Information Technology Act, 2000, and Section 403 concerning filing fees.

Official resources

For the current Act, rules, notifications, filing services and form instructions, refer to the Ministry of Corporate Affairs and India Code. The official consolidated Companies Act, 2013 is also available through MCA.

Update note: This article is intended as a statutory overview. For a transaction or compliance filing, verify the latest form, notification, rule, fee and MCA portal requirement applicable on the filing date.