Companies Act Section 399

Companies Act, Section 399: Inspection, Production, and Evidentiary Value of Documents Maintained by the Registrar of Companies

Section 399 of the Companies Act, 2013 lays down the rights of individuals to inspect company-related documents maintained by the Registrar of Companies (ROC), the conditions for obtaining certified copies of such documents, and the legal validity of those certified copies. 

It also provides safeguards regarding the production of documents from the ROC’s custody before courts or tribunals.

1. Public Right of Electronic Inspection and Certified Copies

Unless otherwise specified in the Act, any person is legally entitled to do the following:

a) Right to Inspect Documents Electronically

Any individual may electronically inspect documents that are:

Filed or registered with the Registrar under the Companies Act, or maintained as records of facts that are required or authorized to be registered under the Act.

This right is subject to payment of the prescribed fee for each electronic inspection. 

This enables easy public access to corporate information and promotes transparency in corporate governance.

b) Right to Obtain Certified Copies

Any person may request and obtain:

A certificate of incorporation for any company, or a certified copy or extract of any other document, either in full or in part, upon making an advance payment of the prescribed charges.

A certified copy issued by the ROC serves as official proof of the authenticity of corporate records.

Proviso- Restrictions in Special Cases

The above inspection and certification rights are subject to specific restrictions when it comes to documents filed with or delivered to the Registrar along with a prospectus:

a) Documents filed under Section 26 (related to publication of a prospectus):

Free access is permitted only for a period of 14 days from the date the prospectus is published. 

After this period, inspection or certified copies can be obtained only with prior approval of the Central Government.

b) Documents delivered under Section 388(1)(b):

Similar limitation: inspection is allowed only for 14 days beginning on the date of the prospectus.

Afterward, access requires the permission of the Central Government.

These restrictions are intended to safeguard sensitive information linked to capital-raising and investor disclosures.

2. Protection Against Automatic Court Summons for ROC Documents

A court or the National Company Law Tribunal (NCLT) cannot compel the Registrar to produce documents in his custody unless the court or tribunal grants prior permission (leave).

If such an order is issued, it must clearly state that leave has been granted.

This prevents undue disruption to official record-keeping functions and provides procedural control over access to original documents.

3. Evidentiary Value of Certified Copies

Any certified copy or extract of a document maintained by the Registrar, when endorsed as a true copy under the signature and seal of the ROC, is admissible in all legal proceedings, and holds the same legal validity as the original document.

It is not necessary to prove the official position or authority of the Registrar in court.

This ensures convenience and efficiency in legal documentation, while maintaining the credibility of the Registrar’s records.