MCA notifies new Companies Incorporation Rule 25B on ROC’s ‘Physical Verification of the Registered Office of Company’ and report thereon, followed by requisite notice and name removal action, where the same is found incapable of receiving and acknowledging all communications.
These Rules were published in accordance with Section 12(9) of the Companies Act 2013, which states that “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 company’s registered office in such manner as may be prescribed…”
MCA Notification dt. 18/08/2022: New Rule 25B on ‘Physical verification of Registered Office of Company’ – Companies (Incorporation) Third Amendment Rules, 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 Companies:-
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-
(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):-
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.
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), dt. 31/03/2014 and last amended, vide number 291(E), dt. 08/04/2022.