Power of Registrar under Companies Act

April 30, 2023

Power of the Registrar of Companies under Companies Act 2013

This article has been written by Ms.Taranjot Kaur, a 1st year law student of Panjab University,Chandigarh.

Introduction

Registrar of companies is an office officially managed by Indian Ministry Of Corporate Affairs that deals with Companies Act 2013,The Companies Secretaries Act 1980,The Chartered Accountants Act 1949 and the Limited Liability Partnership Act 2008.The registrar of companies takes care of company registration in India,completes reporting and regulation of companies and their directors and shareholders and also oversees government reporting of various matters including the annual filling of various documents.There are currently 25 Registrar of Companies (ROC) operating in the country from offices in all major states of India but some state has two registrar of companies in the same state,for example Maharashtra and Tamil Nadu whereas there are some other states that have only one Registrar of Companies for more than one state,for example Delhi and Haryana has Registrar of companies Delhi,Punjab and Chandigarh has Registrar of Companies Chandigarh,Assam , Meghalaya, Manipur, Tripura, Mizoram, Nagaland and Arunachal Pradesh has ROC Guwahati.Section 609 of the Companies Act ,1956 tasks the Registrar of Companies with the primary duty of registering companies and LLP’s floated in the respective states and the union territories under their administration.They also ensure that LLP’s comply with the statutory requirements under the Companies Act 2013.The office od Registrar of Companies maintain a book of records related to companies registered with them and permits the general public to access this data on payment of a fee.The union government maintains administrative control on registrar of companies through Regional Directors.There are 7 Regional directors and they supervise the functioning of registrar of companies within their respective regions.

As per section 2(75) of companies act 2013, “Registrar means a Registrar,an Additional Registrar, a Joint Registrar,a Deputy Registrar or and Assistant Registrar,having the duty of registering companies and discharge of various functions under this act.” Every company whether a private limited or a Limited Liability Partnership or a One Person Company has to file all the records and returns to the Registrar of Companies in whose jurisdiction where their registered office is situated.The Registrar of companies 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 Limited Liability Partnerships. The central government has administrative control over the Registrar of Companies ,its officers and their functions.The Registrar of Companies officers are from the Indian Corporate Law Service Cadre,the recruitment is done through the UPSC Examination.

Powers of Registrar of Companies

Registration of a company formed under section 3 of the Companies Act is obtained by filing an application with the Registrar of Companies 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 data appearing on it is conclusive even if it is wrong.The validity of the certificate cannot be disputed on any grounds whatsoever.

Section 83 – Powers 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.

Section 206 – Powers related to Inspection,Inquiry and Investigation

As per Companies Act the registrar may require any company to explain or produce any document,if after scrutinizing any document,he feels that such documents are necessary.The registrar may also inform the company of facts,can seek its reply and order an inquiry if they have any reason to believe that the business of the company is being carried out for any fraudulent purpose.

Section 209 – 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 destroyed,adultered,mutilated or secreted.

Section 248 – Removal of the name of the companies from the registrar of companies

When the registrar of companies has a reasonable ground to believe that the incorporated company has failed to;

Commence business within one year from the date of its incorporation.

The subscribers of the memorandum have not paid the requisite fees to the registrar within the time period of one hundred and eighty two days from its incorporation.

The company has failed to start its business for two financial years and has obtained the status of a dormant company.

The registrar shall send notice to the company to take off the name of that company from the registrar of companies.The registrar of companies shall request to do the representation for the same and other documents within 30 days.The company shall by resolution of seventy five percent of the removal name of the company from the registrar shall send it to the registrar of companies.

Need for Registrar of Companies –

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.Registrar of companies play a very administrative role in company and Limited Liability Partnership.They used to maintain all the records of the companies registered,companies closed and who compiled with all the annual compliances formalities.Apart from maintaining the data they also comply with all the statutory responsibilities which are mentioned in the companies and the Limited Liability Partnership Act.It is their responsibility to grant the certificate of registration as well as the certificate of dissolution.Without the Registar of companies no company or LLP can get started or closed.

Conclusion –

Every company needs to have a certificate of incorporation that is issued by the Registrar of Companies after finalizing several statutory requirements. During this process, the promoters need to submit the documents to the Registrar of Companies. These documents include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized individual confirming the requirements for the registration of the companies.Once all the documents are authenticated, ROC inputs the company’s name in the register of companies and then releases the certificate of incorporation. The Registrar with the certificate of incorporation issues a certificate for the commencement of business. It is mandatory for a public limited company to get this certificate prior to starting the business.The office of Registrar of companies under Ministry of Corporate Affairs has been vested with the large number od duties as well as powers to perform various functions by virtue of the provisions of the companies act,2013.

References –

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April 30, 2023