The Administrative Architecture

In one line

The Act is administered by the Central Government through registration offices and Registrars, on a register that is electronic by default, whose records are admissible in evidence without proof of the original and open to public inspection; documents must be filed on time on payment of fees, late filing costs an additional fee that rises for repeat defaults, and the Government may require any company to furnish information or statistics.

In exam wording: under section 396(1), for the purposes of exercising the powers and discharging the functions conferred on the Central Government by or under this Act, and for the registration of companies, the Central Government shall, by notification, establish such number of offices at such places as it thinks fit, specifying their jurisdiction.

Why the law has this at all

Company law is a registration system before it is anything else. Limited liability is a privilege the state confers, and it confers it on terms: that the company's constitution, its officers, its capital, its charges and its accounts are on a public file that anybody may read. Everything a student learns about incorporation, charges, accounts and disclosure ultimately means "it goes on the file".

That produces four administrative requirements, and Chapter XXIV answers each of them.

Somebody must keep the file. Hence the registration offices and the Registrars in s.396.

What is on the file must be usable in court. A public register would be pointless if every document had to be proved by producing the original. Hence s.397, which makes an authenticated reproduction admissible without further proof.

The file must be reachable. Hence ss.398 to 402, which move filing, service, maintenance, inspection and payment into the electronic form, and apply the Information Technology Act 2000 to the records.

And the file must be current. A register of stale information is worse than none, so s.403 attaches a fee to filing and an additional fee to late filing, and s.405 lets the Government demand information directly.

The whole of this chapter, in other words, is about the integrity of a public record, and an answer that says so before reciting the sections is answering the question rather than the syllabus heading.

Sections 396 and 397: the offices, and the evidence

396(1): the Central Government shall by notification establish such number of offices at such places as it thinks fit, specifying their jurisdiction, for exercising its powers under the Act and for the registration of companies.

396(2): it may appoint Registrars, Additional, Joint, Deputy and Assistant Registrars as it considers necessary, and their powers and duties shall be such as may be prescribed.

396(3): their terms and conditions of service, including salaries, are as prescribed.