Every Company is required to maintain statutory records in the form of registers, minutes etc. throughout its life. Companies under the old Act were maintaining the same in physical form, however Companies Act, 2013 has changed the picture totally for listed companies and a company having not less than 1000 shareholders, debenture holders and other security holders. Such companies now have to compulsorily convert all their records from physical mode to electronic mode till 30 September 2014.
Other companies can choose either to maintain records in physical or electronic form and if they choose to maintain it in electronic form, then they need to follow the prescribed guidelines in Rules. We have summarised the same in this Article. (Chapter 7)
What is meant by “records”
Records means any register, index, agreement, memorandum, minutes or any other document required by the Act or the rules made there under to be kept by a company.
How should the records be maintained in electronic form?
- Records have to be maintained in the same formats and in accordance with all other requirements as provided in the Act or rules.
- Information shall be adequately recorded for future reference.
- Records must be capable of being readable, retrievable and reproducible in printed form.
- Records are capable of being dated and signed digitally wherever it is required.
- Records, once dated and signed digitally, shall not be capable of being edited or altered
- Records shall be capable of being updated and the date of updating shall be capable of being recorded on every updating
Who is responsible for security of electronic records?
- Managing Director, Company Secretary or any officer of the Company as authorised by the Board is responsible for security of electronic records. He should ensure the following:
a) Provide adequate protection against unauthorized access, alteration or tampering of records
b) Ensure against loss of the records
c) Ensure that computer systems, software and hardware are adequately secured
d) Ensure that records are accurate, accessible, and capable of being reproduced for reference later
e) Ensure that records are at all times capable of being retrieved to a readable and printable form
f) Ensure records are kept in a non-rewriteable and non-erasable format
g) Ensure that at least one backup, taken at a periodicity of not exceeding one day and is authenticated and dated.
Inspection of records in electronic form
- Records should be made available for inspection in electronic form
- Wherever copies are to be made available, the same should be given on payment of not exceeding Rs. 10 per page
Maintenance of Books of Accounts in electronic form
Companies need to take care of the following while maintaining books of accounts in electronic form, besides the aforementioned:
- Shall remain accessible in India
- Shall be capable of being displayed in a legible form
- Proper system for storage, retrieval, display or printout of electronic records
- Shall not be disposed of or rendered unusable, unless permitted by law
- Back-up shall be kept in servers physically located in India on a periodic basis
Company should also intimate ROC annually- Name of service provider, internet protocol address of service provider, location of service provider, cloud address(if the books are maintained on cloud).
Author - Geetika Chandel, Associate with NovoJuris.
Disclaimer: There are many details that the Act prescribes, please speak with your attorney for advice. This is not a legal opinion and should not be construed as one.