ROC CASE

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. The office of the ROC is a huge repository of data on more than six lakh companies that operate in India.

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), 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.