This article has been written by Ms. Preksha Bothra, a 4th year BA LLB student from BMS College of Law, Bengaluru.

Introduction

Service of documents is a crucial aspect of any legal proceeding. It is the process by which the parties involved in a legal proceeding are informed about the legal action being taken against them, and are given the opportunity to respond to it. The Companies Act, 2013, which is the primary legislation governing companies in India, has elaborate provisions regarding the service of documents. This article aims to provide a comprehensive overview of the service of documents under Indian Company Law.

What is Service of Documents?

Service of documents refers to the process of delivering legal documents to the parties involved in a legal proceeding. It is an essential aspect of the legal process, as it enables the parties to be informed of the legal action being taken against them and to respond to it. Service of documents can be done in various ways, such as by hand delivery, by registered post, by email, or by any other means specified by the court.

Why is Service of Documents Important?

Service of documents is important for several reasons. Firstly, it ensures that the parties involved in a legal proceeding are aware of the legal action being taken against them. This is essential to ensure that the parties have an opportunity to respond to the legal action and to protect their interests.

Secondly, service of documents is important for the proper administration of justice. The legal process can only be fair and just if all parties are aware of the legal action being taken against them and are given an opportunity to respond to it.

Thirdly, service of documents is important to ensure that the legal proceedings are conducted efficiently. If the parties are not properly served with the legal documents, the legal process may be delayed, which can be costly and time-consuming.

Service of Documents under Indian Companies Act, 2013

The Companies Act, 2013, has elaborate provisions regarding the service of documents. Section 20 of the Act provides that every company shall have a registered office to which all communications and notices may be addressed. The registered office of a company is the place where all legal documents are served. The company is required to maintain an up-to-date register of its directors and members, which contains their names and addresses.

Section 169 of the Companies Act, 2013, deals with the service of documents on directors. It provides that any document required to be served on a director of a company may be served either by hand delivery or by sending it by post to the address of the director registered with the company.

Section 20 of the Act also provides that any notice or document required to be served on a company may be served by sending it by post or by electronic means to the registered office of the company. The notice or document is deemed to be served when it is delivered to the registered office of the company or when it is sent by post or by electronic means.

Section 169 of the Act also provides that any document required to be served on a company may be served on the company secretary or any director or other officer of the company authorized by the Board of Directors to receive service of documents. The person on whom the document is served is required to acknowledge receipt of the document.

The Act also provides for the service of documents on members of the company. Section 20 provides that any notice or other document required to be served on a member of a company may be served by sending it by post or by electronic means to the address of the member registered with the company. The notice or document is deemed to be served when it is delivered to the address of the member or when it is sent by post or by electronic means.

Section 136 of the Companies Act, 2013, deals with the service of financial statements and other documents to the members of a company. It provides that every company shall send a copy of its financial statements, along with all the documents required by law, to all its members within 21 days of the date of its annual general meeting. The financial statements and other documents can be sent either by post or by electronic means to the address of the member registered with the company.

In case a member has requested the company to send the financial statements and other documents in physical form, the company is required to send the same within 30 days of receipt of the request. The member may also request the company to send the documents in electronic form.

Types of Documents to be Served

Under the Companies Act, 2013, various types of documents need to be served on the company, its directors, and members. These documents include notices, resolutions, financial statements, annual reports, and other documents related to the affairs of the company.

1. Notices

Notices are legal documents that are served on a party to inform them of a legal action being taken against them. Under the Companies Act, 2013, notices need to be served on the company, its directors, and members in various situations, including:

• Notice of Board Meeting: The notice of the board meeting needs to be served on all the directors of the company at least 7 days before the meeting.
• Notice of General Meeting: The notice of the general meeting needs to be served on all the directors, members, and auditors of the company at least 21 days before the meeting.
• Notice of Extraordinary General Meeting: The notice of the extraordinary general meeting needs to be served on all the directors, members, and auditors of the company at least 21 days before the meeting.
• Notice of Special Resolution: The notice of the special resolution needs to be served on all the directors, members, and auditors of the company at least 21 days before the general meeting.

1. Resolutions

Resolutions are legal documents that are passed by the company’s board of directors or its members. Under the Companies Act, 2013, the resolutions need to be served on the members and the directors of the company within 30 days of their passing.

1. Financial Statements and Annual Reports

Under the Companies Act, 2013, the company is required to send its financial statements and annual reports, including the balance sheet, profit and loss account, and cash flow statement,

Modes of Service

Under the Companies Act, 2013, the service of documents can be done by various modes, including:

• Registered Post or Speed Post: The documents can be sent by registered post or speed post to the address of the member, director, or auditor registered with the company.
• Electronic Means: The documents can be sent by electronic means, including email or any other electronic mode specified by the company. However, the member, director, or auditor must have given their consent to receive the documents by electronic means.
• Any Other Mode: The documents can also be served by any other mode specified by the company.

Service of Documents on Directors and Members

Under the Companies Act, 2013, the service of documents on the directors and members of the company is done by serving the documents at the registered office of the company. If the company has multiple registered offices, the documents can be served at any of its registered offices. If the documents are served by post, they are deemed to be served at the time when the letter would ordinarily be delivered in the ordinary course of post. If the documents are served by electronic means, they are deemed to be served when the email or electronic communication is sent.

Service of Documents on Auditors

Under the Companies Act, 2013, the service of documents on the auditors of the company is done by serving the documents at their registered office or by delivering the documents to the auditor in person. If the documents are served by post, they are deemed to be served at the time when the letter would ordinarily be delivered in the ordinary course of post. If the documents are served by electronic means, they are deemed to be served when the email or electronic communication is sent.

Service of Documents on Liquidators

Under the Companies Act, 2013, the service of documents on the liquidator appointed by the court is done by serving the documents at the office of the liquidator or by delivering the documents to the liquidator in person. If the documents are served by post, they are deemed to be served at the time when the letter would ordinarily be delivered in the ordinary course of post. If the documents are served by electronic means, they are deemed to be served when the email or electronic communication is sent.

Service of Documents in Legal Proceedings

In addition to the provisions regarding the service of documents under the Companies Act, 2013, the Code of Civil Procedure, 1908, which is the primary legislation governing civil proceedings in India, also has elaborate provisions regarding the service of documents. The Code provides for the service of documents by various modes, such as by hand delivery, by registered post, by speed post, by courier, or by any other means specified by the court.

In legal proceedings involving a company, the service of documents on the company is done by serving the documents on the registered office of the company. If the company is being represented by a lawyer, the documents can also be served on the lawyer. The lawyer is required to acknowledge receipt of the documents.

Consequences of Non-Service of Documents

Under the Companies Act, 2013, the failure to serve documents on the company, its directors, members, auditors, or liquidators can have severe consequences. The consequences of non-service of documents include:

• The legal proceedings may be deemed invalid if the documents are not served properly.
• The company, its directors, or members may not be aware of the legal proceedings, and they may not be given an opportunity to respond to them.
• The legal proceedings may be delayed if the documents are not served properly.

Conclusion

Service of documents is a crucial aspect of any legal proceeding. It ensures that the parties involved in a legal proceeding are aware of the legal action being taken against them and are given an opportunity to respond to it. The Companies Act, 2013, has elaborate provisions regarding the service of documents, which ensure that the legal proceedings involving a company are conducted efficiently and fairly.

The provisions regarding the service of documents under the Companies Act, 2013, apply to all companies registered under the Act. In addition to the provisions under the Companies Act, 2013, the Code of Civil Procedure, 1908, also has elaborate provisions regarding the service of documents in legal proceedings.

It is important for companies and their directors and members to be aware of the provisions regarding the service of documents under the Companies Act, 2013, and other applicable laws. Failure to comply with the provisions regarding the service of documents can result in delays in legal proceedings, which can be costly and time-consuming. Therefore, it is important for companies to ensure that they maintain an up-to-date register of their directors and members and that they comply with the provisions regarding the service of documents.