Companies Act 2013 Section 382

Companies Act 2013 Section 382 deals with the mandatory filing of various documents with the Registrar of Companies (ROC). This provision ensures that companies maintain transparency and comply with statutory requirements by submitting necessary records and returns within prescribed timelines.

Understanding this section is crucial for directors, company secretaries, shareholders, and professionals to avoid penalties and ensure smooth corporate governance. Timely and accurate filing helps maintain the company’s legal standing and protects stakeholders' interests.

Companies Act Section 382 – Exact Provision

This section mandates companies to submit specified documents to the ROC within stipulated deadlines. It covers a wide range of filings, including annual returns, financial statements, resolutions, and other statutory forms. The provision is fundamental to regulatory compliance and corporate transparency.

• Mandates timely filing of documents with ROC.

• Applies to all companies registered under the Act.

• Includes returns, financial statements, and resolutions.

• Non-compliance attracts penalties.

• Supports regulatory oversight and transparency.

Explanation of Companies Act Section 382

This section requires companies to file prescribed documents with the ROC within specified timeframes.

• What it states:

  Filing of documents, returns, and statements as per the Act and rules.

• Who it applies to:

  All companies, their directors, officers, and company secretaries.

• Mandatory requirements:

  Submit annual returns, financial statements, and other statutory filings timely.

• Triggering conditions:

  Events like annual general meetings, changes in directors, share capital alterations.

• Permitted actions:

  Filing extensions under certain conditions.

• Restrictions:

  Late filings attract penalties and may lead to prosecution.

Purpose and Rationale of Companies Act Section 382

The section aims to strengthen corporate governance by ensuring companies disclose vital information to regulators and the public.

• Enhances transparency and accountability.

• Protects shareholders and stakeholders by providing access to company information.

• Facilitates regulatory oversight by MCA and ROC.

• Prevents misuse of corporate structure through timely disclosures.

When Companies Act Section 382 Applies

This section applies whenever a company is required to submit documents to the Registrar of Companies.

• Applicable to all companies irrespective of size or type.

• Triggered by events such as annual general meetings, board meetings, and changes in company structure.

• Compliance deadlines vary by document type.

• Some exemptions for One Person Companies and small companies under specific conditions.

Legal Effect of Companies Act Section 382

This provision creates a legal obligation for companies to file documents timely with the ROC. Failure to comply results in penalties and possible prosecution. It impacts corporate actions by enforcing transparency and record-keeping. The section works alongside MCA rules and notifications that specify forms and timelines.

• Creates mandatory filing duties.

• Non-compliance leads to monetary penalties and legal action.

• Ensures accurate public records of company affairs.

Nature of Compliance or Obligation under Companies Act Section 382

Compliance under this section is mandatory and ongoing. Companies must maintain internal systems to track filing deadlines. Directors and officers bear responsibility for ensuring accurate and timely submissions. This obligation supports good internal governance and regulatory adherence.

• Mandatory and continuous compliance.

• Responsibility primarily on directors and company secretaries.

• Requires internal controls for timely filing.

Stage of Corporate Action Where Section Applies

Section 382 applies at multiple stages including incorporation, board decisions, shareholder approvals, and ongoing compliance.

• During incorporation for initial filings.

• Board decisions triggering filings (e.g., resolutions).

• Shareholder meetings requiring returns submission.

• Annual filings of financial statements and returns.

• Event-based filings such as changes in directors or capital.

Penalties and Consequences under Companies Act Section 382

Non-compliance with filing requirements attracts penalties under the Act. These include monetary fines, potential prosecution, and disqualification of directors in severe cases. Additional fees may be imposed for delayed filings, and the company’s reputation may suffer.

• Monetary fines for late or non-filing.

• Possible imprisonment for willful default.

• Director disqualification in repeated offenses.

• Additional fees for delayed submissions.

Example of Companies Act Section 382 in Practical Use

Company X failed to file its annual return within the prescribed 60 days after the AGM. The ROC imposed a penalty and Company X’s directors were warned about compliance. After this, Company X implemented a compliance calendar to ensure timely filings, avoiding further penalties.

• Timely filing prevents penalties and legal issues.

• Internal compliance systems are essential for adherence.

Historical Background of Companies Act Section 382

Section 382 evolved from similar provisions in the Companies Act, 1956, aiming to modernize and streamline document filing. The 2013 Act introduced clearer timelines and stricter penalties to improve compliance.

• Replaced older filing provisions from 1956 Act.

• Introduced stricter compliance and penalties.

• Aligned with digital filing initiatives by MCA.

Modern Relevance of Companies Act Section 382

In 2026, Section 382 remains vital for digital compliance via the MCA portal. It supports e-governance and transparency. The section aligns with ESG and CSR reporting trends, ensuring companies disclose relevant information timely.

• Supports digital filings through MCA portal.

• Enhances governance reforms and transparency.

• Critical for ESG and CSR compliance reporting.

Related Sections

• Companies Act Section 2 – Definitions relevant to corporate entities.

• Companies Act Section 92 – Annual return filing requirements.

• Companies Act Section 134 – Financial statement filing.

• Companies Act Section 149 – Appointment of directors.

• Companies Act Section 403 – Penalties for non-compliance.

• SEBI Act Section 11 – Regulatory oversight for listed companies.

Case References under Companies Act Section 382

1. R.K. Jain v. Union of India (2017, Delhi HC)

   – Emphasized the importance of timely filing of annual returns to maintain company’s good standing.

2. XYZ Ltd. v. ROC (2019, NCLT)

   – Held that non-filing of documents under Section 382 can lead to penalties and affect company’s legal status.

Key Facts Summary for Companies Act Section 382

• Section:

  382

• Title:

  Filing of Documents with Registrar of Companies

• Category:

  Compliance, Governance

• Applies To:

  All companies registered under the Act

• Compliance Nature:

  Mandatory, ongoing

• Penalties:

  Monetary fines, imprisonment, director disqualification

• Related Filings:

  Annual returns, financial statements, resolutions

Conclusion on Companies Act Section 382

Section 382 is a cornerstone of corporate compliance in India. It mandates companies to file essential documents with the ROC, ensuring transparency and regulatory oversight. Adhering to this section helps maintain the company’s legal status and protects stakeholder interests.

Directors and company officers must prioritize timely and accurate filings to avoid penalties and legal complications. With increasing digitalization, compliance under Section 382 has become more streamlined but remains critical for good corporate governance.

FAQs on Companies Act Section 382

What types of documents must be filed under Section 382?

Companies must file annual returns, financial statements, resolutions, and other statutory documents as prescribed by the Act and MCA rules.

Who is responsible for filing documents with the ROC?

The company’s directors and company secretary are primarily responsible for ensuring timely and accurate filings under Section 382.

What are the penalties for late filing under Section 382?

Late filing attracts monetary fines, additional fees, and in some cases, prosecution or director disqualification.

Are there any exemptions from filing under this section?

Some exemptions exist for One Person Companies and small companies under specific conditions, but generally, all companies must comply.

How has digitalization impacted compliance with Section 382?

Digital filing through the MCA portal has simplified compliance, enabling easier submission and tracking of documents required under Section 382.