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Microlesson · 5-min read

Maintenance of Documents in Electronic Form (Section 120)

# Maintenance of Documents in Electronic Form (Sec 120)

## 1. Permissive Rule

Any document, record, register, or minutes required to be kept/inspected/copied under the Act may be maintained in electronic form per Rules 27, 28, 29.

## 2. Who MUST Maintain Electronically?

  • Listed companies, AND
  • Companies with ≥ 1,000 shareholders / debenture-holders / security-holders.

## 3. Responsibility for Maintenance & Security

  • MD, CS, or any director/officer designated by Board.

## 4. Inspection and Copies

  • Available for inspection.
  • Copies on payment of fees (max ₹10/page); must be a clear reproduction of the original.

## 5. Transition from Physical → Electronic

Existing companies convert records within 6 months of Sec 120's notification.

## 6. Standards for Electronic Records

#Requirement
aSame formats as prescribed
bAccurately recorded for future reference
cReadable, retrievable, printable
dDigitally signed and dated where required
eCannot be altered or edited after digital signing
fUpdated per Act; date of updating recorded

'Records' includes register, index, agreement, MOA, minutes, or any document required under the Act.

## 7. Rule 28

Prescribes responsibility for security & maintenance of electronic records (access controls, audit trail, etc.).

## Quick Recall Box

  • Mandatory: listed cos + cos with ≥ 1,000 holders.
  • Transition window: 6 months.
  • Copy fee cap: ₹10/page.
  • Responsibility: MD / CS / designated officer.
  • Key rule: No editing after digital signing.

Worked example

### Example 1

Example 1 — Threshold trigger: Unlisted ABC Ltd has 1,200 debenture-holders. Answer: Must maintain records in electronic form (≥1,000 holders).

### Example 2

Example 2 — Transition: Old company still maintaining records physically. Answer: Must convert within 6 months of Sec 120 notification.

### Example 3

Example 3 — Post-signing alteration: Director edits digitally signed Board minute to correct a typo. Answer: Not permitted. Make a fresh entry/amendment with proper signing.

⚠️ Common exam mistakes

  • Applying mandatory electronic maintenance universally — only listed cos & cos with ≥1,000 holders.
  • Stating transition period as 3 months — it is 6 months.
  • Quoting copy fee as ₹100/page — cap is ₹10/page.
  • Forgetting MD/CS/designated officer is personally responsible.
  • Believing digitally signed records can be edited.
Bare-Act text Section 120 read with Rules 27, 28, 29 · Companies Act, 2013 · click to expand
Section 120: Notwithstanding anything contained in this Act, any document, record, register, minutes, etc., — (a) required to be kept by a company; or (b) allowed to be inspected or copies to be given to any person by a company under this Act, may be kept or inspected or copies given, as the case may be, in such electronic form as may be prescribed.
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