Category Archives: Chapter XXIV – CA2013



The general public has little awareness about the function and duties of the office of the Registrar of companies. In this post, we will have an overview of the functions and duties of the Registrar of companies.

The registrar of companies is an office of a public authority under the administrative control of the Ministry of Corporate Affairs, Government of India. Each office of the Registrar has jurisdiction over the territory allocated by the administrative ministry. These jurisdictional terrorises may be a part of a state and more than one state. Maharashtra and Tamandu have two registrars of companies while the Registrar of Companies Guwahati has jurisdiction over 7 states.

The Registrar of Companies has its jurisdiction over companies and LLPs having registered office in his territory. The Registrar directly reports to the Regional Directors.

The Registrar has duties and functions as the regulatory authority under the corporate law as well as administrator of provision of corporate law.

Processing the documents, returns and forms filed by the companies/LLPs
Functioning as a registry of records relating to the companies/ LLP’s
Facilitating inspection of documents and returns by Public, Investors, Banks and Professionals and other public authorities and supply of certified copies of those documents.
Dealing with the change of names of companies and LLP’s, conversion of status of companies from Private to Public and vice versa, striking off names of companies& LLP’s, action against companies & LLPs for various violations
Monitoring of compliance requirements by companies/LLPs through the mechanisms envisaged under the Act.
Inspection of books of accounts of companies
Redressal of grievances of Investors of those companies
Launching prosecution against companies and their directors for violation of Acts.
Disposal of applications under the Companies Act
Issue of enquiry letters and show cause notices to companies, their directors and Secretaries
Communication with and reporting to the superior offices of the Ministry of Corporate Affairs and other Ministries/Departments and other offices in the Ministry of Corporate Affairs.
Interaction with the Professional bodies and Industry Associations
General administration

Powers and duties of officers of the Registrar office:

Registrar of Companies/Deputy Registrar of Companies/Assistant Registrar of Companies discharges their duties as empowered by the Acts including administering the provisions of the Acts and acting as a regulatory authority of corporate bodies.

Company Prosecutors are appointed for the conduct of prosecutions arising out of the Act. They have all the powers and privileges conferred by the code on Public Prosecutors appointed by the State Governments.

Duties of staff and employees of RoC office

The staff assists the officers in discharging duties of processing the e-forms filed by companies/LLPs, an inspection of books of account of companies, prosecution of defaulting companies, scrutiny of documents filed, an inspection of records and maintenance of records. This includes receipt and processing of:

Documents, returns and applications filed by companies/LLP’s
Investors’ grievances
Applications from shareholders for payment of unpaid dividend
Preparation of reports, enquiry letters, show cause notices etc
Facilitating inspection of documents of companies by Public
Supplying certified copies of documents registered to the applicants
Other works are entrusted to them.


Fee for Filing

The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 amended law related to fee for the filing of forms. This may be considered most strict amendment introduced by the Amendment Act. As a result, companies need to pay an increased filing fee calculated on daily basis. Presently only first proviso related to additional fee for annual forms has been notified. The second and third proviso may be notified soon. The third proviso is harsh in nature.

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RUN SPICe for incorporation

Happy Republic Day 2018!!

From this Republic Day 2018, company secretaries will start using this headline day to day in reference to the incorporation of companies in India. The government of India these days works keeping ist both eyes on world banks’ ease of doing a business index. Ease of starting and closing businesses are the prime focus. The Companies (Amendment) Act, 2017 notified on 3rd January 2018 primly aims to ease the incorporation of companies among other objects. Now, three rules are amended to facilitate to make incorporation a “child’s play”.

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Amendment in Registration Offices and Fees Rules

Ministry of corporate came out with minor but significant decision in the Companies (Registration Offices and Fees) Rules, 2014 by way of the Companies (Registration Offices and Fees) 2nd Amendment Rules, 2016.

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Compliance of Indian corporate law is a big issue for its stakeholders. Successive government here talk about ease of doing business and do mammoth task to achieve it with confusion related to directions.

The Companies Act, 2013 followed by end numbers of Companies Rules and their amendment rules was not enough; Ministry of Corporate Affairs launched V2R2 through its high profile contractor Infosys. Now, we have another circular to get some “ease of doing relaxation”. We will discuss short term circular here.

General Circular 03/2016 dated 12th April 2016 aims to Relaxation of additional fees and extension of last date of filing of various e-Forms under the Companies Act, 2013. The circular read as under:

“This ministry has launched V2R2 on 28th March, 2016, downtime was given to Infosys from 25th March 2016 to 27th March, 2016, since the launch of the system, a number of stakeholders have faced issues and representations have been received from stakeholders to resolve the issue including, for allowing waiver of additional till the new system stabilizes.

In view of the above, it has been decided to relax the additional fee payable on e- forms which are due for filing by companies between 25th March 2016 to 30th April 2016 as one time waiver of additional fee and it is also clarified to stakeholders if such due e – forms are filed after 10.05.2016, no such relaxation shall be allowed.

This issues with the approval of the competent authority.”

This circular has many communications to its stakeholders. Most read is, “Forms due for filing during period between 25th March, 2016 to 30th April, 2016 may be filed without additional fee till 10th May 2016”.

The circular contain other interpretation and information:

  • Ministry launched V2R2 system and replacing earlier filing system. A simple Google search suggests it as a system developed by IBM.
  • Downtime allowed to Infosys was from 25th March 2016 to 27th March, 2016.
  • Among other representations, for allowing waiver of additional till the new system stabilizes, was one and prominent.
  • Ministry seems to take no blame on itself.
  • System may take more time which may not be before 30th April 2016.
  • System may have practical trial for first 10 days in month of May.
  • Heavy filing may be there in May second half and thereafter  plan accordingly.
  • Start up India can wait as presently MCA is on trial for it.

It is advisable, not to file any document related to companies without assuming own risk.

This circular does not talk about Limited Liability Companies, to keep trying and assume own risk. 

I have just a request with government (please read bureaucracy, Not PM Modi), please understand compliance calendar of stakeholders. December to February may be best time to experiment.

Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.


The Ministry of Corporate Affairs placed here on its website a draft of the Companies (Registration Offices and Fees) Second Amendment Rules, 2015. These amendment Rules will come into force from the date of its publication in Official Gazette.

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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 fee as applicable, as mentioned in Table annexed to these rules. [Rule 12(1) of the Companies (Registration Offices and Fees) Rules 2014]

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The Central Government shall set up and maintain a secure electronic registry in which all the applications, financial statement, prospectus, return, register, memorandum, articles, particulars of charges, or any particulars or returns or any other documents filed under the Act to be electronically stored. [Rule 9(1) of the Companies (Registration Offices and Fees) Rules 2014]

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Section 398 empowers Central Government for making rules relating to filling of documents with registration Offices or Registrar of Companies.

Manner and conditions of filing

Every application, financial statement, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars or document or any notice, or any communication or intimation required to be filed or delivered or served under the Act and rules made there under, shall be filed or delivered or served in computer readable electronic form, in portable document format (.pdf) or in such other format as has been specified in any rule or form in respect of such application or form or document or declaration to the Registrar through the portal maintained by the Central Government on its web-site or through any other website notified by the Central Government. [Rule 7 of the Companies (Registration Offices and Fees) Rules 2014]

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We earlier here discussed provisions of Chapter XXIV of the Companies Act 2013 related to registration offices. The Companies (Registration Offices and Fees) Rules 2014 further elaborate these provisions.

Working Hours at Registrar Offices:

The central Government empowered to establish registration offices under Section 396 of the Companies Act 2013.

The Central Government shall establish such number of offices at such places as it thinks fit, specifying their jurisdiction for the purpose of exercising such powers and discharge of such functions as are conferred on the Central Government by or under this Act or under the rules made there under and for the purposes of registration of companies under the Act. [Rule 4(1) of the Companies (Registration Offices and Fees) Rules 2014]

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GNL – 1

Applications made to Registrar of Companies

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This chapter deals with Registration offices established by the Government and fees to be charged for registration purpose.

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RTI Reply on Working of MCA21 Portal in 2012 – 13

I filed an application for Information of period from 1st April 2012 to 31st March 2013 about working of MCA21 portal. My question was:

Description of the information required:

1. Current User Capacity of MCA21 Portal,

2. Number of Month – wise Log – in on MCA21 portal from 1st April 2012 to 31st March    2013

3. Total Month – wise time – period, during 1st April 2012 to 31st March 2013, when MCA21 Portal was not working due to Maintenance, Updating, Production release, upgrades, switchovers, switchback drills or other official Reasons; and details thereof,

4. Total month – wise time period, during 1st April 2012 to 31st March 2013, when MCA21 Portal put notice like “Large numbers of users are logged in MCA21 portal. Kindly try after some time.”


I received this reply from Ministry of Corporate Affairs, which is also embedded here. Please read and share your views on comment section of this blog post.