What an ROC search report is, who actually needs one, and what it should contain

Somebody has asked you for an ROC search report. Probably a bank, before it sanctions a facility. Possibly a buyer, before it signs. And the first thing you discovered is that the Companies Act does not contain the phrase.

That is because it is not a statutory document. It is a practice document: a practising professional inspects the company’s file at the Registrar of Companies, reads it, and signs a report saying what is in it. There is no prescribed form, which is why two search reports on the same company can differ enormously in usefulness.

So it is worth knowing what a good one covers, and where the ₹100 of public documents ends and the fee begins.

Who actually asks for one, and why

Lenders, mostly. Banks and NBFCs commonly require a due diligence certificate from a practising company secretary, chartered accountant or cost accountant before sanctioning, a practice generally traced to an RBI circular of 10 February 2009 dealing with lending under consortium and multiple banking arrangements. Exactly what a given lender requires varies, so confirm it with them rather than with a blog.

Acquirers and investors, as the first pass of legal diligence, before anyone pays for the expensive kind.

Counsel, when a dispute turns on what the record showed on a particular date.

Notice what unites them: all three are people who will have to justify a decision to somebody else later. That is what they are buying. Not the data, which is public, but a professional’s name against a reading of it.

What it should contain

There is no prescribed format, so here is the checklist a report ought to cover. If one lands on your desk missing a row, that is the question to ask.

Section	What it establishes	Where it comes from
Identity	CIN, date of incorporation, registered office, current status	Master data
Constitution	Objects, and what the articles permit	MoA and AoA
Capital	Authorised, issued and paid-up, and allotments since	Annual return, PAS-3, SH-7
Directors	Who they are now, and every change with dates	DIR-12, director master data
Charges	Every charge created, modified and satisfied, with holder, amount and date	CHG-1, CHG-4, index of charges
Borrowing authority	Whether the company had power to borrow and to charge assets	Special resolutions, MGT-14
Filing compliance	Whether annual accounts and returns were filed, and when	AOC-4, MGT-7
Status events	Strike off, CIRP, liquidation, amalgamation	Master data, the relevant filings
Observations	The professional’s qualifications and caveats	The professional

The two bolded rows are the ones a lender reads first, and often the only ones it reads properly. The capital and shareholding rows come out of the annual return, and where they matter, what the annual return shows about ownership is worth reading first, because the shareholder list is an attachment rather than a field and reports routinely miss it.

The two rows that matter

Charges, because ranking is everything. A charge is a registered claim over the company’s assets. A lender about to take security wants to know what is already secured, to whom, for how much, and whether anything shown as outstanding has actually been repaid but never released. A search report that lists open charges without commenting on whether they are genuinely live has done half a job.

Borrowing authority, because a company can lack it. Under section 180 of the Companies Act 2013, a board cannot, without a special resolution of the shareholders, sell or dispose of “the whole or substantially the whole of the undertaking”, or borrow beyond the aggregate of the company’s paid-up share capital, free reserves and securities premium. So a lender needs to see that the shareholders authorised the borrowing where the limits required it. That authority reaches the registry as a filed resolution, and its absence is the sort of thing that surfaces years later at the worst possible moment.

And here is the part worth putting in the report. Section 180 does not apply to private companies at all: MCA’s notification of 5 June 2015 exempts them. But that exemption is conditional. A further notification in June 2017 made the exemptions available only to “a private company which has not committed a default in filing its financial statements under section 137 … or annual return under section 92 … with the Registrar”.

Read those together and something useful falls out. A private company that has fallen behind on its AOC-4 or MGT-7 loses its section 180 exemption, and borrowing it treated as a board matter may retrospectively have needed a special resolution. That is a direct, checkable link between the filing-history row of a search report and the borrowing-authority row, and it is exactly the kind of thing a report that lists both without connecting them will miss.

What the fee is actually for

Here is the arithmetic nobody puts in writing.

The registry charges ₹100 per company for View Public Documents access, and that single fee covers every form the registry holds for that company, across all eight categories and every year. Firms advertising search reports publicly quote from roughly ₹1,299 to ₹2,499 for one company, more for a large or long-lived file.

The gap is not the data. The data is the same data. The gap is:

• Time. The portal serves one document category at a time, with its own captcha, a five-document selection cap, and a three-hour clock that starts the moment you download the first file. Assembling a complete set for one company is a genuine afternoon. We have written up the full route and its constraints.
• Reading. Knowing that a charge shown as open may be dead, that a resignation can predate the filing that records it, and that a missing year is a finding rather than a gap.
• The signature. A professional putting their name to a conclusion, which is what makes the report usable by somebody who has to defend a decision.

If your lender wants the signature, documents will not substitute for it. That is the honest answer, and anyone who tells you otherwise is selling something. If what you actually need is the underlying file, to read yourself or to hand to the professional preparing the report, then the ₹100 route is the whole of it.

What a search report is not

It is not an audit. Nobody has verified that the filed accounts are correct. The report says what was filed.

It is not a litigation search. Cases against the company sit with courts and tribunals, not with the ROC. A separate exercise, and often the more important one.

It is not a title search. Whether the company owns the land it says it owns is a question for the sub-registrar and the local land records.

It is not a valuation, and it is not a credit opinion.

And it is point-in-time. A search report is accurate as at the date of inspection and starts decaying immediately. Filings lag, statuses change, and a report three months old is a historical document. If the transaction has moved slowly, ask for a bring-down search before signing rather than relying on the first one.

If you are commissioning one

1. Ask what the requester actually needs. A lender’s format is not an acquirer’s. Get it in writing before anyone starts.
2. Give the professional the CIN, not the trading name. Group companies with near-identical names are the commonest cause of a report on the wrong entity. Reading the CIN takes a minute, and so does the free two-minute check on whether the entity is real and active, which is worth doing before you commission anything.
3. Say how many years back. “All available” and “last three financial years” are very different jobs and very different prices.
4. Ask for the underlying documents with the report. You paid for the inspection; you should hold the file, not just the summary. If it ever becomes contentious, the document is the evidence and the report is an opinion about it.
5. Check the charges section names the holders and the amounts, and says which are satisfied.
6. Note the inspection date on the face of it.

If you are preparing one

The retrieval is the bulk of the work and the least interesting part of it. Pull all eight categories, extract the archives, index what you have, and note what is absent, because an empty charge category and an unretrieved charge category look identical in a folder and mean opposite things.

That distinction is why our own retrieval reports a gap as a gap and gives you a record of every file it delivers: if you are going to sign a report about what the record contains, you want to be able to prove later what the record sent you. What a full retrieval covers is the raw material, not the report itself. The reading and the signature are still yours.

Written by the Entiva team, who retrieve MCA filings for a living. Not legal advice, and not a substitute for a professional’s certificate where one is required.