The Ministry of Corporate Affairs notified Companies (Incorporation) Third Amendment Rules, 2022 to further amend Companies (Incorporation) Rules 2014 on August 18, 2022. Vide this Notification new Rule “25B Physical Verification of registered office of the Company” inserted after Rule “25A Active Company Tagging and Verification (ACTIVE)”. This Notification shall come into force on the date of its publication in official gazette (not yet published).
Section 12 read with rule 25B of Companies (Incorporation) Rules 2014
Section 12(1) Provides that a Company shall within 30 days of its incorporation and at all times thereafter, have registered office of receiving and acknowledging all communication and notices as may be addressed to it.
Section 12(2) The Company shall furnish to the registrar, verification of its registered office within a period of 30 days of its incorporation in the Form INC-22.
Section 12(9) If the registrar has a reasonable cause to believe that the Company is not carrying on any business or operation, he may cause a physical verification of the registered office of the Company in such manner as may be prescribed and if default is found to be made in complying with the requirement of section 12(1), he may initiate action for the removal of name of the Company from register of Companies.
Rule 25B Physical Verification of registered office of the Company
(1) The Registrar, based upon the information or documents made available on MCA 21, shall visit at the address of the registered office of the Company for the purpose of physical verification of the said registered office, in the presence of two independent witness of the locality in which the said registered office is situated and also seek assistance of the local police for such verification, if required.
(2) The Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the Company for the purpose of physical verification and to check the authenticity of the same by cross verification with the copies of supporting documents of the such address collected during the said verification, duly authenticated from the occupant of the Property whereat said registered office is situated.
(3) The registrar shall take photograph of the registered office of the Company while causing physical verification.
(4) The report of physical verification shall be prepared in accordance with the format provide under this rule.
(5) Where the registered office of the Company is found to be not capable of receiving and acknowledging all communication and notices, the Registrar 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 and requesting them to send their representation along with copies of relevant documents, if any, within a period of thirty days from the date of the notice before taking further action in accordance with the provision of section 248 of the Act.
Report on physical verification of the registered office of the Company:
1. Name and Company Identification Number (CIN) of the company
2. Latest Address of registered office of the company as per the MCA 21 records
3. Date of authorization letter issued by the Registrar of Companies
4. Name of Registrar of Companies
5. Date and Time of Physical verification
6. Location Details of Company along with the landmark
7. Details of person available at the time of Physical verification
8. Along with these details, ROC has attached the following documents with the report:
i. Copy of agreement/ownership /rent agreement/No objection certificate(NOC) of the registered Office of the company from owner/tenant/lessor
ii. Photograph of the Registered Office
iii. Self-Attested ID card of the person available.
Date
Place
Signature
Name and Designation of the
Official with official address
Author’s View: As per section 12(9) the registrar has a reasonable cause to believe that the Company is not carrying on any business or operation, he may cause a physical verification of the registered office of the Company in such manner as may be prescribed however there were no any specific rule and procedure to carry out physical verification. Post of this amendment ROCs has fully defined procedure under this rule to cause physical verification of registered office of the Company and during of this physical verification it found that registered office of the Company is not capable of receiving and acknowledging all communication and notices which address to it then Registrar 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.
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