MCA vide its Notification dtd. 18th August, 2022, has notified Companies (Incorporation) Third Amendment Rules, 2022 which pertains to physical verification of the registered office address of the Companies. This rule is added to make sub-section (9) of section 12 fully functional and to provide the procedural aspect. Sub-section (9) was inserted vide the Companies (Amendment) Act, 2019.
Extract of Section 12(9):
“If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.”
Author’s view: This is a path breaking move by the MCA as ROCs are vested with absolute and unconditional powers to physically verify the registered office address of the Companies registered with the MCA. Although sub-section (9) of section 12 was inserted vide the Companies (Amendment) Act, 2019, however, the same was not fully functional as specific rules in this regard were missing. However, post to this amendment, ROCs can now freely verify the registered office address of those companies which are believed by the concerned ROC to be not carrying on any business or operations and initiate proceedings under sub-rule (5) of rule 25B where the registered office of the company is found to be not capable of receiving and acknowledging all communications and notices.
Full Text of the Relevant Notification Is As Follows:-
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi the 18th August, 2022
G.S.R.643(E). – In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5, section 6, sub-sections (1) and (2) of section 7, sub-sections (1) and (2) of section 8, clauses (a) and (b) of sub-section (1) of section 11, sub-sections (2), (3), (4), (5) and (9) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2) of section 14, sub-section (1) of section 17, sub-sections (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Incorporation) Rules, 2014, namely:-
1. Short title and commencement.- (1) These rules may be called the Companies (Incorporation) Third Amendment Rules, 2022.
(2) They shall come into force from the date of their publication in the Official Gazette.
2. In the Companies (Incorporation) Rules, 2014, after rule 25A, the following rule shall be inserted, namely:-
“25B. Physical verification of the 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 and may cause the physical verification of the said registered office for the purposes of sub-section (9) of section 12, in presence of two independent witness 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.
(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 purposes of physical verification and to check the 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.
(3) The Registrar shall take a photograph of the registered office of the company while causing physical verification of the same.
(4) The report of the physical verification shall be prepared in the following format namely:-
Report on Physical Verification of the Registered Office of the Company:
1. Name and CIN of the company:‑
2. Latest address of the registered office of the company as per MCA 21 record:‑
3. Date of authorisation letter issued by the Registrar of Cornpanies:-
4. Name of the Registrar of Companies:‑
5. Date and Time of visit for physical verification of the registered office:‑
6. Location details along with Landmark:‑
7. Details of the person available, if any at the time of the visit‑
(i) Name: –
(ii) Father’s Name:‑
(iii) Residential address:‑
(iv) Relationship with the company, if applicable:-
8. Remarks if any:-
9. Documents attached:-
(i) Copy of the agreement/ownership/rent agreement/No Objection Certificate 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, if any:-
(iv) Any other document(s):‑
Place:
Date:
Signature
Name and Designation of the official with official address.
(5) Where the registered office of the company is found to be not capable of receiving and acknowledging all communications 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 representations along with copies of relevant documents, if any, within a period of thirty days from the date of the notice before taking further actions in accordance with the provisions of section 248 of the Act.”.
[File No. 1/13/ 2013-CL-V, Vol. IV]
(MANOJ PANDEY)
Joint Secretary to the Government of India
Note: The principal rules were published in the Gazette of India, Extraordinary, Part-II, section 3, sub-section(1) vide number G.S.R.250(E), dated the 31st March, 2014 and last amended, vide number 291 (E), dated the 8th April, 2022.
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Very useful for keeping up-to-date.