Section 396: Registration offices

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 396

Section 396 authorizes the Central Government to establish registration offices across India, appoint Registrars and subordinate officers, regulate their duties, and seal the official records maintained by the registry.

  • Establishment of Registry Offices: Empowers the Central Government to establish registration offices at such places as it thinks fit for the registration of companies and discharge of regulatory functions.
  • Appointment of Registrars and Officers: Authorizes the appointment of Registrars, Additional Registrars, Joint Registrars, Deputy Registrars, and Assistant Registrars, determining their territorial jurisdictions.
  • Official Seal and Custody: Directs the Central Government to prescribe official seals for Registrars and mandates secure physical and electronic custody of all corporate records.
Key Landmark Precedents:
  • Ram Parshotam Mittal v. Hillcrest Realty SDN. BHD., (2009) 8 SCC 709: The Supreme Court affirmed that the Registrar of Companies exercises statutory administrative functions under the Act and must maintain the registry in strict compliance with statutory directions.
  • Registrar of Companies v. Rajshree Sugar & Chemicals Ltd., (2000) 6 SCC 615: Held that the Registrar possesses plenary standing and statutory duty to ensure compliance with the Companies Act and initiate penal prosecutions against defaulting entities.
Courtroom Practice & Strategic Litigation Guidance:

In jurisdictional challenges concerning RoC notices or investigations, verify the territorial jurisdiction established under Section 396. An order or inquiry initiated by an RoC outside the company's registered office territory is ultra vires unless expressly delegated by Central Government notification.