Companies Act Section 397

Companies Act, Section 397: Admissibility of Certain Documents as Evidence

Section 397 establishes the legal validity and evidentiary status of documents filed with and maintained by the Registrar of Companies (RoC). 

This provision ensures that certified copies or electronic records of company filings are fully acceptable as evidence in legal and regulatory proceedings under the Companies Act. 

It promotes efficiency, modern record keeping, and smooth corporate governance procedures.

Key Provisions and Purpose of Section 397

1. Overrides Other Laws

This section operates notwithstanding anything contained in any other prevailing law.

It ensures that the admissibility of documents under the Companies Act remains unaffected by contrary rules in other legislation.

2. Coverage of Documents

Applies to returns, forms, financial statements, and any other documents filed by a company with the Registrar. Covers both:

Physical (paper-based) filings, Electronic submissions, including digital uploads through the MCA portal.

3. Documents Derived or Reproduced from Official Records

Includes certified copies, extracts, or data generated from Registrar-maintained records. Documents may be stored on electronic data storage devices, including:

Computer systems, computer-readable media, and other digital or electronic repositories used by the Registrar.

4. Authentication Requirement

For legal acceptance, documents must be authenticated by:

The Registrar, or an officer empowered by the Central Government. 

The manner of authentication shall be as prescribed through applicable rules and guidelines.

5. Evidentiary Value in Proceedings

Once authenticated, such documents are deemed official documents for the purposes of the Companies Act. They are admissible as evidence in:

Any proceeding under the Act, any proceedings under rules and regulations framed thereunder.

6. No Requirement for Original Documents

There is no need for further verification or producing the original documents.

Authenticated copies hold the same value as original documents filed by the company.

7. Proof of Facts and Contents

These records can be relied upon as evidence of:

The contents of the original documents, any facts stated within such documents, if such facts are otherwise admissible as direct evidence

Section 397 aims to:

Simplify and standardize the evidentiary process in corporate legal matters. 

Enhance reliance on digital governance and electronic filings.

Reduce administrative burden and delays related to producing original documents. 

Strengthen transparency and trust in the public records maintained by the Registrar of Companies.