In this blogpost, Tanusree Banerjee, Student, South Calcutta Law College and the Diploma in Entrepreneurship Administration and Business Laws by NUJS, writes about, who can file a complaint against a company, procedure to file a complaint and where a complaint can be filed.
Registrars of Companies (ROC) appointed under Section 396 of the Companies Act 2013 (whiz 609 of the Companies Act, 1956) which covers various States and Union Territories that are conferred with the primary duty of registering LLPs and companies established in the respective states and the Union Territories and to ensure that such companies and LLPs comply with statutory requirements under the provision of the Act. These offices are available for inspection by members of public on payment of the prescribed fee, and its function is to maintain the registry of records, relating to the companies registered with them. The Central Government administer control over these offices through the respective Regional Directors. In the case of certain defaults, companies can file a complaint with ROC or the Ministry of Corporate Affairs.
Who can file a complaint against a company?
Any aggrieved person against a company or an investor can file a complaint with the Registrar of the Company or the Ministry of Corporate Affairs.
Steps required to file a complaint.
- While filing this online form on MCA website, one has to enter the Corporate Identity Number (CIN) of the company.
- On MCA Website click on MSA Services > Complaints, there you will find an option of Create Investor Complaint, click on that it will provide you with Investor Complaint Form. Fill in all the necessary information and submit your complaint online.
- The first and foremost thing an aggrieved person should do is to file a complaint with the Investor Grievance Cell of the company. It is quite common that the investors or the company don’t respond to these complaints frequently. It is not a problem, in such case follow the below-mentioned steps to elevate your problem if one does not get a response. The best way to do this is to file a complaint directly with the Ministry of Corporate Affairs (MCA).
- One has to fill in the form as per the guidelines mentioned in the form and provide all the mandatory data as required.
- Once done with the form fill up, one has to complete the Check Form and Pre-scrutinize the form. While doing this, the internet connection must be proper, and he/ she must be connected with the MCA21 portal.
- Then log in to MCA21 portal using the registered user login id.
- Once logged into the MCA21 portal, use the E- form upload functionality under the E- Forms tab on the portal, to upload the Investor Complaint Form.
- Once the form is uploaded, the complainant must note down the Service Request Number for any future endeavor.
These are the steps that need to be followed to lodge a complaint against the investor of a company. Given that we can say that the form is very detailed with the types of complaint. It provides a good scope of complaints. For instance, it contains, Shares or dividend, Debentures or bond, Fixed deposits (non-receipt of amount), Miscellaneous non-receipt, Director aggrieved by his cessation in the company, Non-filing of return of cessation of a director in Form 32, Others like the complaint of serious nature. Thus, we can say that one can competently file a complaint with this form.
How and where to file a complaint in the case where a person is aggrieved by a fraud committed by a company or a person connected with it.
If a person is aggrieved by a fraud committed by a company, then such person can report the complaint with Service Fraud Investigation Office. “The Government in the backdrop of major failure of non-banking financial institutions, phenomenon of vanishing companies, plantation companies and the recent stock market scam had decided to set up Serious Fraud Investigation Office (SFIO), a multi-disciplinary organization to investigate corporate frauds. The Organization has been established and it has started functioning since 1st October, 2003.”
The SFIO normally take up for investigation only such cases, which are characterized by:
- complexity and having inter-departmental and multi-disciplinary ramifications;
- substantial involvement of public interest to be judged by size, either in terms of monetary misappropriation or in terms of persons affected, and;
- the possibility of investigation leading to or contributing towards a clear improvement in systems, laws or procedures.
- The SFIO shall investigate serious cases of fraud received from Department of company Affairs.
There are no specific legislations or Act governing the functioning and jurisdiction of SFIO. Thus, Companies Act 1956 guide its operation. Investigations used to be carried out under section 235 and 237 of the Companies Act,1956. Under these provisions, the Central Government (under section 235) or the Tribunal/Company Law Board/Court (under section 237) could order investigation of any company or group of Companies by the SFIO. But after the enactment of Companies Act, 2013, SFIO has been guided by this Act, and it follows the scope and statutory status of this Act. The investigation into the affairs of a corporate by Central Government has been enlarged to include cases involving ‘Public Interest” and also on request from any Department of Central/State Government.
The procedure followed in decision-making process, which also includes channels of supervision and accountability
- Firstly, the investigation is carried out as per the Companies Act.
- Then the Investigation Officer (IO) (i.e., the officer of SFIO) is appointed by the Government.
- The active officer group consists of the Director, SFIO in consultation with the IO. They assist the IO as required; they give advice in the respective specialized areas so that the problem could be solved by considering its multifaceted angles.
- IO acts as a lead supervisor for all the team working on the matter.
- After completion of the investigation the investigation officer submits the investigation report to the Central Government in the Ministry of Corporate Affairs.
- The Director of the office is the Head of the Department of SFIO. This was done to make the functioning of the office more effective. Under him there is an administration division headed by a Deputy Director.
Limitation and norms of Investigation are enumerated below
- The Central Government demarcate the limitation period for the investigation which is carried out by the investigation officers.
- The subject specific groups of officers which render necessary assistance to the Investigating Officer have to examine the issues involved in the case within a given time frame and give requisite inputs to the Investigating Officer.
Rules used by the officers are
- Criminal Procedure Code,
- Evidence Act,
- various manuals and Laws on taxation,
- import and export,
- stock market etc.
These are the rules and regulations followed by the officers while conducting the investigation.
Presently, the work of this organization is confined to investigation of corporate frauds and launching prosecutions in various designated courts. It does not include policy formulation or its implementation.
Thus, we can see we can SFIO is a good functioning organization under MCA which deals with corporate fraud.
The alternative method of filing a complaint against a company.
If a person is not satisfied with the decision of MCA or SFIO, then they can choose to file a case against the company with the Company Law Board (CLB) under section 58A (9) of Companies Act, 1956 or under section 45QA of the RBI Act, 1934. In such case, the aggrieved party is required to fill FORM No. 4 of Company Law Board Regulations and submit it with a demand draft of Rs50 the CLB bench within its jurisdiction. Any person aggrieved by any decision or order of the Company Law Board may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order.
An Example of Corporate Complaint with MCA which gave a fruition relief to the aggrieved.
Zenith Birla (India) Ltd and Birla Power Solutions. DamyantiVithalani, fought for her refund from Zenith Birla India Ltd. Ms. Vithlani managed to get her money back after filing complaints with the MCA as well as the CLB. She had invested in corporate FD of Zenith Birla India Ltd. On maturity, the company received her FD claim but they did not give any timeline for refunding the money. Later on, she filed complaint on MCA website and wrote emails to the legal team of Yash Birla group as well as the company’s board members, PVR Murthy and Vimal Dubey. She sent a copy of every email to MCA at [email protected] and Ministry of Commerce (MoC). She also filed her complaint with the CLB. After following this process for a month, she received Rs. 6 lakh from Zenith Birla India.
This article draws light to the process and the insight knowledge of how to file a complaint against a company with the Registrar or the Ministry of Corporate Affairs. In conclusion, it can be stated that even if the Government has made an easy way to file a complaint for any investor related issue or for fraud, but yet there is a scope to improve the redressal mechanism by strengthening the SFIO online database and bringing the draft rules for NCLT into force and make the process speedier and effective.
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