Registrar of Companies

Every company in India is born at a Registrar of Companies. The ROC registers it, keeps its documents on a public file, and checks that it keeps filing what the law requires for as long as it exists. At the end, the ROC can also strike it off.

The workbook's account: under section 396(1) of the Companies Act, 2013, the Central Government has appointed Registrars at different places to register companies under section 7. ROCs cover the various States and Union Territories, register the companies created there, and ensure they comply with the Act.

Their offices work as a registry of records that members of the public can inspect on payment of the prescribed fee. The Central Government controls them administratively through the Regional Directors, under the Ministry of Corporate Affairs.

Functions of the ROC as the workbook lists them:

1. Registration of companies.
2. Maintaining a register of companies and LLPs — entering newly incorporated names and removing those struck off.
3. Regulation and reporting of companies, their shareholders and directors.
4. Administering government reporting, including annual filing of numerous documents.
5. Fostering and facilitating a business culture.
6. Asking for supplementary information when necessary; the ROC can search for any company and look into its accounts with prior approval from the court.
7. Filing a petition for winding up of a company, at the government's discretion.

Specific powers under the Companies Act, 2013:

The ROC's reports also feed investigations: under section 212 the Central Government may assign an investigation to the SFIO on receipt of a report of the Registrar or inspector under section 208. And a compliance officer's remit, in Chapter 3, includes monitoring compliance with the requirements of the Registrar of Companies, where applicable.

Illustrative figures. Three files on one ROC's desk.

File 1 — a charge. A manufacturer took a Rs 40 crore term loan secured on its plant; the charge is on the ROC's section 81 register. The loan is repaid, but the company never files the satisfaction. The bank produces evidence of full repayment. Under section 83 the ROC enters a memorandum of satisfaction for the whole Rs 40 crore — without waiting for the company.

File 2 — a query. A company's annual filing shows Rs 18 crore of loans to a director-related firm with no explanation. The ROC issues a section 206 written order calling for an explanation. The reply is vague. The ROC now demands the books and papers for inspection. A tip-off then suggests the ledgers are being rewritten, so the ROC applies to a Magistrate under section 209 for authority to search and seize them.

File 3 — a shell. A company incorporated years ago has filed nothing and done no business. After completing the section's formalities, the ROC strikes it off under section 248, and its name is removed from the register of companies.

Any member of the public could have inspected the filings behind all three — on paying the prescribed fee.

Chapter 2.3.1 (Registrar of Companies), in the chapter's Other Agencies in the Financial Market; its learning objectives name ROC, EOW and FIU-India together. Expect questions matching the section numbers to powers — especially 206 (call for information) versus 209 (search and seizure through a Magistrate) — and the appointing provision, section 396(1).

• Section 206 is calling for information and books; section 209 is search and seizure — and 209 needs a Magistrate's authority.
• Section 83 satisfaction can be entered even without intimation from the company, on evidence to the Registrar's satisfaction.
• The ROC is appointed by the Central Government under section 396(1) and registers companies under section 7.
• Administrative control runs through Regional Directors, under the Ministry of Corporate Affairs — not through SEBI.
• Public inspection is on payment of the prescribed fee, not free.
• Searching a company and looking into its accounts under the general functions needs prior court approval; striking off a defunct company is section 248.