SUB.

SICD

UNIT 2ND , TOPIC: 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, 22 Registrar of Companies (ROCs) is operating in all the major
states. However, states like Tamil Nadu and Maharashtra, have more than one ROC. As per section
609 of the Companies Act, 1956, (Now 2013) the ROCs are tasked with the principal duty of
registering both the companies and LLPs across the states and the union territories.

The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with
the legal requirements contained in the Companies Act, 2013.

The Registrar of Companies (RoC) plays a pivotal role in facilitating and promoting business
culture. No company, under the Companies Act, 1956, can come into existence without the
approval of the RoC. The registrar provides the certificate of incorporation which, in law, is
considered as conclusive proof of the existence of a company. A company, once born, cannot die
unless its name is struck off the register of companies. Latest data from the corporate affairs
ministry showed that there were more than 11.89 lakh active companies as on 30 June, 2018.
How is a company registered by the RoC
A company cannot come into existence on its own. It needs a certificate of incorporation which is
issued by the RoC after completion of various statutory formalities. As part of the drill, the
promoters are required to submit various documents to the RoC which include the Memorandum
of Association (MoA), Articles of Association (AoA), pre-incorporation agreement for
appointment of individuals as directors/ managing director and a declaration by an authorised
person (a high court lawyer or a chartered accountant) that all the requirements of law relating to
registration have been complied with.
After verifying the documents, the RoC enters the name of the company in the register of
companies and issues a certificate of incorporation. The RoC also issues a certificate for
commencement of business. All public limited companies are required to obtain this certificate
before starting business.
Can the RoC refuse to register a company
It can do so on various grounds. The MoA which is submitted to the RoC contains five clausesname
clause; registered office clause; objects clause; liability clause; and capital clause. The RoC is
required to prevent the registration of companies with an undesirable name. In a specific case in
England, two women tried to register a company as Prostitutes Limited. The companies registrar
there refused to register this name. In India too, no company with an objectionable name can be
registered. The RoC can also refuse to register a company with unlawful objectives.
Does the RoCs role end with the registration of a company
The association of a company with the RoC never ends. For instance, a company may need to
change its name, its registered office or objectives. In all instances, it will have to intimate the RoC
after completion of the prescribed formalities.
Does a company have to file all its resolutions with the RoC
The Companies Act, 1956, is quite clear in this regard. According to section 192, every resolution,
including special resolutions, have to be filed with the RoC within 30 days of being passed by the
company/ board of directors. The RoC is required to record the resolution. Company law also
provides for penalty for failure to file the resolutions with the RoC on time. What it means is a
company will have to inform the RoC about all its activities including appointment of directors/
managing directors, issuance of prospectus, appointment of sole-selling agent, resolution
concerning voluntary winding up, etc.
Why should the RoC keep such information
A company is an artificial person and has an existence which is independent of its members and
promoters. It also has certain attributes. The MoA basically defines these attributeslike name,
registered office, objects, liability, capital, etc. The objects clause states why the company exists
and what it can do. A company cannot undertake activities not authorised by the objects clause.
For instance, Indian Oil Corporation (IOC) cannot start constructing hotels without making
appropriate changes in the objects clause and informing the RoC.
The information is significant for persons wishing to deal with a company. Legally, any person
dealing with a company is supposed to know about its business, board of directors, registered
office, capital, liability, directors, powers of directors, etc. If a person overlooks these basic facts,
he does so at his own peril. The company cannot be held liable for the unathorised acts of its
directors. Anyone can seek information about a company from the RoC after paying the prescribed
fee.
What are some of the other powers of the RoC
The RoC can ask for additional information from a company. It can its search premises and seize
its books of accounts after seeking authorisation from court. Most importantly, the RoC can also
file a petition seeking winding up of a company.

Roles of ROC

1. The ROC takes care of registration of a company (also referred to as incorporation of the
company) in the country.

2. It completes regulation and reporting of companies and their shareholders and directors and also
administers government reporting of several matters which includes the annual filing of numerous
documents.

3. The Registrar of Companies plays an essential role in fostering and facilitating business culture.

4. Every company in the country requires the approval of the ROC to come into existence. The
ROC provides incorporation certificate which is the 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.

5. Among other Roles, it is worthy to note that the Registrar of Companies could also ask for
supplementary information from any company. It could search its premises and seize the books of
accounts with the prior approval of the court.

6. Most importantly, the Registrar of Companies could also file a petition for winding up of a
company.