Section 399 of Companies Act 2013: Inspection, Production and Evidence Of Documents

What is Registrar of Companies (ROC)?

The Registrar of Companies (ROC) is an office under the Ministry of Corporate Affairs (MCA), which is the body that deals with the administration of companies and Limited Liability Partnerships in India. At present, 25 Registrar Companies (ROCs) is operating in all the major states/ UTs. However, states like Tamil Nadu and Maharashtra, have more than one ROC. as per section 609 of Companies Act. 2013, the ROCs are tasked with the principal duty of registering both the companies and LLPs across the states and the union territories. Currently, after the introduction of Companies Act, 2013, the same powers conferred under section 609 is provided under section 396 of the Companies Act, 2013 to the ROCs.

The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with the legal requirements contained in the Limited Liability Act, 2008. Registrar of Companies maintains a registry of records concerning companies which are registered with them and allows the general public in accessing this information on payment of a stipulated fee. The Central Government preserves administrative control over the Registrar of Companies with the help of Regional Directors. As of today, there are seven Regional Directors, supervising the operations of ROCs within their relevant regions.

Applicable Rules

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Applicable Circulars

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Provisions Under Section 399 of Companies Act, 2013:

[Inspection, Production and Evidence Of Documents Kept By Registrar]

1. Save as otherwise provided elsewhere in this Act, any person may-
   • inspect by electronic means any documents kept by the Registrar in accordance with the rules made, being documents filed or registered by him in pursuance of this Act, or making a record of any fact required or authorised to be recorded or registered in pursuance of this Act, on payment for each inspection of such fees as may be prescribed;
   • require a certificate of the incorporation of any company, or a copy, or extract of any other document or any party of any other document to be certified by the Registrar, on payment in advance of such fees as may be prescribed:

Provided That the Rights Conferred by This Sub-section Shall Be Exercisable

• in relation to documents delivered to the Registrar with a prospectus in pursuance of section 26, only during the fourteen days beginning with the date of publication of the prospectus; and at other times, only with the permission of the Central Government;
• in relation to documents so delivered in pursuance of clause (b) of sub-section (1) of section 388, only during the fourteen days beginning with the date of the prospectus; and at other times, only with the permission of the Central Government.

2. No process for compelling the production of any document kept by the Registrar shall issue from issue court or the Tribunal except with the leave of that court or the Tribunal and any such processes, if issued shall bear thereon a statement that it is issued with the leave of the court or the Tribunal.

3. A copy of, or extract from, any document kept and registered at any of the officers for the registration of companies under this Act, certified to be a true copy by the Registrar (whose official position it shall not be necessary to prove), shall, in all legal proceedings, be admissible in evidence as of equal validity with the original document.

FAQ’s

1. Why ROC is required?

Every company in the country requires the approval of the ROC to come into existence. The ROC provides an incorporation certificate which is conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck off from the register of companies.

2. Who can inspect the register and filed documents at the office of the registrar?

Who may inspect the Register of charges kept by Registrar: The auditor of the company. The person in whose favour the charge has been created. Any person on payment of the prescribed fees.

3. What is Section 399 of Companies Act, 2013?

The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fees as applicable, as mentioned in Table annexed to these

4. What is inspection under Companies Act, 2013?

The trigger point for any Inspection is:- the opinion formed or made by the registrar after an inquiry conducted that the business of a company is being carried on for a fraudulent or unlawful purpose or not in compliance with the provisions of this Act or if the grievances of investors are not being addressed;

5. What are ROC documents?

The ROC provides an incorporation certificate which is conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck off from the register of companies.

6. Who is responsible for filing ROC?

Under section 129 and 137 of the Companies Act, 2013, every company should file the audited financial statements with the ROC. Similarly, under section 92 of the Companies Act, 2013, the annual returns must be submitted to the ROC.