Section 399 of the Companies Act, 2013 empowers any person to inspect documents kept by the Registrar of Companies (ROC) and obtain certified copies or extracts of any document upon payment of prescribed fees. This statutory provision ensures corporate transparency, allowing stakeholders, investors, and creditors to access reliable company records, which also serve as conclusive evidence in legal proceedings.
Maintaining a transparent corporate environment is essential for a healthy economy. The Companies Act, 2013 ensures this transparency by mandating companies to file various operational and financial documents with the government. Section 399 dictates how the public can access this centralized database.
What is the Registrar of Companies (ROC)?
The Registrar of Companies (ROC) is an office operating under the Ministry of Corporate Affairs (MCA), which is the primary regulatory body dealing with the administration of companies and Limited Liability Partnerships (LLPs) in India.
- Jurisdiction: At present, 25 ROCs operate across all major states and union territories. Larger states with dense commercial activity, like Tamil Nadu and Maharashtra, have more than one ROC office to handle the volume.
- Statutory Power: Previously operating under Section 609 of the older Companies Act, the ROCs are now conferred their powers and duties under Section 396 of the Companies Act, 2013.
- Core Function: They are tasked with the principal duty of registering companies and LLPs, ensuring they comply with the legal requirements of the Companies Act, 2013, and the Limited Liability Partnership Act, 2008.
The Central Government maintains administrative control over the ROCs through Regional Directors. Currently, there are seven Regional Directors supervising ROC operations within their respective regions.
Provisions Under Section 399: Inspection of Documents
Section 399 of the Companies Act, 2013 governs the inspection, production, and evidentiary value of documents kept by the Registrar.
The Act stipulates that any documents required to be submitted, filed, registered, or recorded—or any fact or information authorized to be registered under the Act—shall be processed by the ROC upon payment of the standard fee or applicable additional fees.
The Right to Inspect and Obtain Copies
One of the foundational pillars of corporate transparency is public access to information. Section 399 allows the general public to look into the corporate structure of any registered entity.
Any person can inspect the documents maintained by the ROC. This includes investors doing due diligence, creditors assessing risk, researchers, or simply members of the public.
Access is not entirely free; it is granted upon the payment of a stipulated, prescribed statutory fee via the MCA portal.
Any person can request a certified copy of the incorporation certificate or an extract of any specific document filed by a company.
Evidentiary Value of ROC Certificates
Documents generated or maintained by the ROC hold significant legal weight.
- Conclusive Evidence: The ROC provides an incorporation certificate which acts as conclusive evidence of the existence of a company. Once incorporated, the company legally exists until its name is officially struck off the register.
- Court Admissibility: Certified copies of documents obtained under Section 399 are fully admissible in court. They serve as primary evidence of the facts recorded in them, eliminating the need to physically summon the original documents from the ROC office.
Trigger Points for Formal ROC Investigations
While Section 399 deals with routine public inspection, the ROC itself has powers to initiate deeper inquiries into a company's affairs. The trigger points for an official ROC investigation include:
Mandatory ROC Filings Maintained for Public Record
The database that the public inspects under Section 399 is populated by the mandatory filings that every company must submit to the ROC annually. Who is responsible for filing these?
| Governing Section | Document Type | Purpose of Filing |
|---|---|---|
| Sections 129 & 137 | Audited Financial Statements (AOC-4) | Provides transparency regarding the financial health, profits, and balance sheet of the company for the fiscal year. |
| Section 92 | Annual Return (MGT-7) | Details the company's shareholding structure, directorship changes, and general operational compliance over the year. |
| Section 77 | Registration of Charges | Documents detailing loans or assets pledged to creditors. Essential for public inspection by future lenders. |
Directors and Key Managerial Personnel (KMP) of the company are legally responsible for ensuring these documents are filed accurately and on time.
Need Assistance with MCA Filings or Corporate Compliance?
Consult with TargoLegal's team of Company Secretaries and legal experts to ensure your business filings are accurate, timely, and fully compliant with the Companies Act, 2013.
Frequently Asked Questions
What is Section 399 of the Companies Act, 2013?
Section 399 states that any person can inspect documents kept by the Registrar of Companies (ROC) and require a certificate of incorporation or a certified copy of any document, upon payment of prescribed fees.
Who can inspect documents under the Companies Act, 2013?
Any person, including members of the public, investors, creditors, or researchers, can inspect public documents maintained by the ROC upon payment of the requisite statutory fee.
Are certified copies obtained from the ROC valid as evidence in court?
Yes. A copy or extract from any document kept by the Registrar, certified to be a true copy, shall be admissible in evidence in all legal proceedings to the same extent as the original document.
What happens if an incorporated company does not file documents with the ROC?
Failing to file documents like annual returns or financial statements under Sections 92, 129, and 137 can trigger late fees, director disqualification, or the ROC may form an opinion that the business is acting unlawfully, leading to formal inquiries.
Research Sources
- Ministry of Corporate Affairs (MCA) - Administration framework under Section 396 and 399 of the Companies Act, 2013.
- India Code Legislative Digital Repository - Unabridged text of the Indian Companies Act, 2013.
