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In a recent amendment, Ministry of Corporate Affairs (MCA) has inserted a new Rule 25B under the Companies (Incorporation) Rules, 2014 (Incorporation Rules) providing for the procedure to be followed...
In a recent amendment, Ministry of Corporate Affairs
(MCA) has inserted a new Rule 25B under the
Companies (Incorporation) Rules, 2014 (Incorporation
Rules) providing for the procedure to be followed under
Section 12(9) of the Companies Act, 2013 (CA2013)
for physical verification of the registered office of the company.
Under Section 12(9) of the CA2013, where the Registrar of Companies
(ROC) has reasonable cause to believe that a
company is not carrying on any business or operations, he can cause
a physical verification of the registered office of the
company.
The procedure for physical verification prescribed under the new
Rule 25B is provided below:
Requirements of physical verification
The ROC, based upon the information or documents made available
on MCA 21, is required to visit at the address of the registered
office of the company and may cause the physical verification of
the said registered office for the purposes of Section 12(9) of
CA2013 in compliance with the following requirements:
Witnesses to be present: Physical
verification to be done in the presence of 2 independent witnesses
of the locality in which the said registered office is situated and
may also seek assistance of the local police for such verification,
if required.
Authentication of documents: ROC to
carry the documents as filed on MCA 21 in support of the address of
the registered office of the company for the purposes of physical
verification and to check authenticity of the same by cross
verification with the copies of supporting documents of such
address collected during the said physical verification, duly
authenticated from the occupant of the property whereat the said
registered office is situated.
Photograph of registered office: ROC
to take photograph of the registered office of the company while
causing physical verification of the same.
Report of physical verification
The report on physical verification to contain the following
information:
Name and CIN of the company
Latest address of the registered office of the company as per
MCA 21 record
Date of authorisation letter issued by ROC, and name of
ROC
Date and time of visit for physical verification of the
registered office
Location details along with landmark
Details of the person available, if any, at the time of the
visit (including name, address and relationship with the company,
if any)
Following documents are to be attached to the report:
Copy of the agreement/ownership/rent agreement/ No Objection
Certificate of the registered office of the company from
owner/tenant/lessor;
Photograph of the registered office;
Self-attested ID-Card of the person available, if any;
Any other documents.
Default in documents provided for registered office
– removal of the name of company
If the registered office of the company is found to be not
capable of receiving and acknowledging all communications and
notices, the ROC shall send a notice to the company and all
the directors of the company, of his intention to remove
the name of the company from the register of companies. Such notice
will also request the company and directors to send their
representations along with copies of relevant documents, if any,
within a period of 30 days from the date of the notice before
taking further actions in accordance with Section 248 of CA2013
(Power of Registrar to remove name of company from register of
companies).
The above amendment has been made vide the Companies
(Incorporation) (Third Amendment) Rules, 2022 dated August 18, 2022
(available here).
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
