This article has been written by Ms. Ritika Goel, a 2nd year LLB Student from Faculty of Law-Delhi University.

INTRODUCTION-

The Registrar of Companies (ROC) as defined under Sub-Section 75 of Section 2 of the Companies Act, 2013, is an appointment of the Ministry of Corporate Affairs which is responsible for the regulation of Indian enterprises in Industrial and Services Sector. At present, there are 22 Registrars of Companies holding offices in the major states of India. Vested with a number of functions and equipped with a wide range of powers under the Companies Act of 1956 and Companies Act of 2013, the ROC is responsible for fostering business ethics in the current paradigm and plays a dominant role in facilitating business culture.

WHAT IS THE REGISTRAR OF COMPANY?

The Registrar of Companies (ROC) is a government body that comes under the Central Government of India and works under the department of the Ministry of Corporate Affairs. ROC is a part of MCA; every state has its own ROC whereas some state has two ROCs, as well as few states, has only one ROC. ROC is an authority that has the power to approve the application in respect of company registration and its compliance. As per section 2(75) of companies act, 2013 “Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act;”

The Registrar of Companies has the most important authority to regulate the provisions of the companies act as well as the limited partnership act. The registrar of companies maintains all the records and registers of the companies and LLPs. Every company whether a private limited company or one person company or a Limited Liability Partnership has to file all the records and returns to the ROC in whose jurisdiction where their registered office is situated. The ROC is appointed under section 609 of the companies act 1956 in different states and union territories, with the primary objective to register the companies and LLPs. 

Every ROC has its own jurisdiction and they register only those companies and LLPs who falls under their jurisdiction. Currently, there is a total of 25 ROCs in India but some state has two ROCs in the same state, for example, Maharashtra and Tamil Nadu whereas there are some other states that have only one ROC for more than one state.

WHY IS ROC IMPORTANT?

It is very important to have a controlling or administrative authority for every type of business organization to control and monitor the activities or functions of the company from time to time. ROC plays such an administrative role in company and LLP; they use to maintain all the records and details of these entities. They maintain all the records of the company registered, company closed, who complied with all the annual compliances formalities, what are the other changes made by the business during when, what are the penalties on companies and LLPs, etc, they have every type of register and they use to maintain it regularly. Apart from maintaining the data they also comply with all the statutory responsibilities which are mentioned in the companies and LLP act. It is their responsibility to grant the certificate of registration as well as the certificate of dissolution. Without ROC no company or LLP can get started or can get closed.

THE ROLE OF REGISTRAR IN COMPANY REGISTRARTION

ROC plays an important role in company and LLP registration as they are involved in the complete procedure from initial to the end. 

1. Register Companies

The primary function of ROC is to do company registration and LLP registration.

1. Takes Incorporating Documents

ROC takes the important documents which are mandatory for the incorporation such as details of shareholders, details of directors, takes reports on regular basis of the annual filing of documents made by the Company to the government.

1. Provides Incorporation Certificate

The ROC has been a body which provides to every Company a Certificate of Incorporation. No Indian/Foreign Company Registration can work without the prior consent and without obtaining a Certificate of Incorporation from ROC. An incorporation certificate is an essential document for the existence of any company in India.

1. Extends Certificate of Incorporation

ROC is an important body which helps by providing the Certificate of Incorporation for companies incorporated under MCA.

1. Winding up petition can be made by ROC

ROC can file the winding up of the Companies in the Court itself but with the orders approved by the Central Government.

1. Fostering Business Environment

ROC keeps an eye on promoting ethical working culture in the companies registered.

1. Checking of Accounts

ROC has the authority to do random checking of the accounts and documents of the companies with the previous approval of the Court.

1. Demand Documents

If ROC feels any suspicious activities of the Company can demand the additional documents from the particular Company registered/incorporated.

POWERS OF REGISTRAR OF COMPANY

• Powers in Relation to Registration of Companies

Registration of a company formed under Section 3 of the Companies Act is obtained by filing an application with the ROC in whose jurisdiction the registered office of the company is situated under Section 7 of the Companies Act.

Section 7: Incorporation of Company and Certificate of Incorporation

The company is said to be born from the date mentioned in the certificate of incorporation and the date appearing on it is conclusive even if it is wrong. Not only does the certificate create the company, it also is “the conclusive evidence that all requirements of this act have been complied with in respect of registration and matters precedent and incidental thereto and that the association is a company authorized to be registered and duly registered under this act”. 

This is illustrated by the decision of the Judicial Committee of the Privy Council in Moosa Goolam Ariff v. Ebrahim Goolam Arif, in which Lord Macnaghten said: “Their Lordships will assume that conditions of registration prescribed by the Indian Companies Act were not duly complied with; that there were not seven subscribers to the memorandum and that the registrar ought not to have granted the certificate, but the certificate is conclusive for all purposes”.

1. Powers in Relation to Mortgage and Charges

Section 83: Power of Registrar to make entries of satisfaction and release without intimation from company

By virtue of Section 83, the Registrar is allowed to make entries of satisfaction, etc, after receiving evidence that,

• The debt for which charge is given has been paid or satisfied in whole or in part; or
• That a part of the property or undertaking charged has been released from the charge or has ceased to form a part of the company’s property or undertaking.

The registrar may enter in the register, a memorandum of satisfaction in whole or in part of the property or undertaking from the charge or has ceased to form a part of the company’s property or undertaking even if no intimation to the effect has been received by him from the company. Within 30 days of making such entry, the registrar has to inform the affected parties.

1. Powers Related to Inspection, Inquiry, and Investigation

As per the provisions of Section 206 of the Companies Act, 2013, the Registrar may require any company to furnish information or explanation or produce any document, if after scrutinizing any document or on receiving any information.
The Registrar may also inform the company of facts, seek its reply and order an inquiry if he has reason to believe that the business of the company is being carried out for a fraudulent purpose, or not in compliance with the Act, after giving the company a reasonable opportunity of being heard.

1. Powers related to Search and Seizure

The Registrar is empowered to obtain an order from the Special Court for the seizure of books and papers of the company if upon receiving information or otherwise, he has reason to believe that these books, papers of the company are likely to be altered, mutilated, falsified, secreted or destroyed. The Registrar or Inspector is further allowed to take copies and extracts of such documents.

1. Power related to Dissolved Companies

There may be a reasonable cause for the registrar to believe that:

• A company has failed to commence its business within one year of its incorporation;
• The subscribers to the memorandum have not paid the subscription money which they had undertaken to pay within 180 days from the date of incorporation and accordingly the declaration under Section 11(1) could not be filed within 180 days; or
• The company is not carrying on any business for 2 immediately preceding financial years and has not applied under Section 455 for obtaining the status of a dormant company.

In such a situation, the Registrar has to send a notice to the company and all its directors telling them that he has the intention to remove the name of the company from the register. They are accordingly called upon to send their representations along with copies of relevant documents within 30 days from the date of the notice. Such removal can also be effected on the company’s own application. For this purpose, the company has first to extinguish all its liabilities. It then has to pass a special resolution or obtain the consent of 75% members in terms of the paid-up share capital. An application then has to be filed in a prescribed manner with the Registrars of Companies for removing the name of the Company on all or any of the grounds specified in sub-section (1). After receiving such an application, the Registrar needs to issue a public notice in a prescribed manner and also in the Official Gazette for the knowledge of the general public. On the expiry of time mentioned in the notice, and if not cause to the contrary is shown by that time, the registrar has to strike off the name of the Company from the register. A notice of this fact needs to be published in the Official Gazette and on the date of such publication the company becomes dissolved.

CONCLUSION

The office of the Registrar of Companies under the Ministry of Corporate Affairs has been vested with a large number of duties and is empowered to perform various functions by virtue of the provisions of the Companies Act, 2013, like – Issuance of certificate of registration charge without which charge cannot be taken into account by liquidators, Keep a register of Charges, The Return has to be filed with Registrar in case the Promoter changes, Company to inform Registrar about the Identification Number, Copy of Financial statements to be filed with Registrar and After inspection and inquiry submit the report to Central Government. This shows that the registrar of company holds an important standing in the company.

Aishwarya Says:

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