< Finlaw: Taxation, Auditing for Multistate Business

ROC Case

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), per-incorporation agreement for appointment of individuals as directors/ managing director and a declaration by an authorized 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 clauses—name 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 companie's 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 ROC's 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, it's registered office or objectives. In all instances, it will have to intimate the ROC after completion of the prescribed formalities.

Serious Fraud Investigation Office

Section 211 of Companies Act., 2013 set forth the provision for the power of the Central Government to establish an office to be called the Serious Fraud Investigation Office to investigate frauds relating to a company. Until the Serious Fraud Investigation Office is established, the Serious Fraud Investigation Office set-up by the Central Government in terms of the Government of India Resolution No. 45011/16/2003-Adm-I, dated the 2nd July, 2003 shall be deemed to be the Serious Fraud Investigation Office for the purpose of this section.

Establishment of Serious Fraud Investigation Office — Appointment of persons having expertise in various fields

Section 211(4) read with Rule 3 of the Companies (Inspection, Investigation and Inquiry) Rules, 2014 provides that the Central Government may appoint persons having expertise in the fields of:

  • investigations,
  • cyber forensics,
  • financial accounting,
  • management accounting,
  • cost accounting, and
  • any other fields

as may be necessary for the efficient discharge of Serious Fraud Investigation Office (SFIO) functions under the Act.