SECTION 439 OF COMPANIES ACT, 2013

This query is : Resolved

sangeeta (Querist)
Follow

03 October 2022 KINDLY GUIDE ON THE PROCESS TO FILE COMPLAINT AGAINST A COMPANY TO ROC UNDER SECTION 439 OF COMPANIES ACT, 2013 IN CAPACITY OF SHAREHOLDER.
THE SHAREHOLDER COMPANY WANT TO INVESTIGATE INTO THE ACCOUNTS OF THE COMPANY.

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
Follow

11 July 2024 Filing a complaint against a company under Section 439 of the Companies Act, 2013, in the capacity of a shareholder typically involves raising concerns about the company's affairs, such as financial irregularities or improper conduct. Here’s a step-by-step guide on the process you can follow:

### Step 1: Understand the Basis of Your Complaint

Before proceeding, ensure you have a clear understanding of the specific issues or concerns you want to address. This could include:

- Allegations of financial mismanagement.
- Suspected fraud or wrongdoing.
- Failure to maintain proper accounting records.
- Any other violations of company law or misrepresentation.

### Step 2: Gather Evidence

Collect relevant documents, communications, and any other evidence that substantiates your concerns. This might include financial statements, audit reports, minutes of meetings, correspondence, etc.

### Step 3: Seek Legal Advice

It’s advisable to consult with a lawyer specializing in corporate law. They can provide guidance on the legal aspects of your complaint, evaluate the evidence, and advise on the best course of action.

### Step 4: Preparation of Complaint

Draft a formal complaint outlining your grievances and the specific sections of the Companies Act, 2013, under which you are filing the complaint (e.g., Section 439 for investigation into the company’s affairs).

Include:
- Details of the company against which the complaint is filed.
- Specific allegations and grounds for your complaint.
- Evidence supporting your claims.
- Relief or action sought (e.g., appointment of inspectors to investigate the company’s affairs).

### Step 5: Filing the Complaint with ROC

The Registrar of Companies (ROC) is responsible for regulating companies under the Companies Act. To file your complaint:

- Prepare multiple copies of the complaint along with supporting documents.
- Submit the complaint to the concerned ROC office where the company is registered.
- Pay the prescribed fee, if any, for filing the complaint (consult with the ROC office or your legal advisor for fee details).

### Step 6: Follow-up and Response

After filing the complaint:
- ROC will acknowledge receipt and initiate necessary actions.
- The company against which the complaint is filed may be notified and given an opportunity to respond.
- Inspectors may be appointed by ROC to investigate the company’s affairs based on the gravity of the allegations.

### Step 7: Legal Proceedings

Depending on the findings of the investigation:
- Legal proceedings may be initiated against the company or its officers if wrongdoing is established.
- You may be required to participate in hearings or provide additional information as necessary.

### Additional Tips:

- **Timeliness**: File your complaint promptly to avoid any statute of limitations issues.
- **Documentation**: Maintain copies of all filings, correspondence, and communications related to your complaint for your records.
- **Legal Representation**: Consider having legal representation throughout the process for guidance and advocacy.

### Note:

- The process can vary based on the specifics of your complaint and the jurisdiction of the ROC.
- Seek local legal advice to ensure compliance with applicable laws and procedures.

By following these steps and seeking appropriate legal guidance, you can effectively file a complaint under Section 439 of the Companies Act, 2013, to investigate into the accounts and affairs of a company as a shareholder.