Alerts & Updates 22nd Aug 2022

MCA prescribes procedure for physical verification of registered office of a company

Authors

Manendra Singh Partner | Mumbai
Tanvi Goyal Principal Associate | Mumbai
Aditi Ladha Associate | Mumbai

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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 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
    Topic Discriptions
    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).

    We trust you will find this an interesting read. For any queries or comments on this update, please feel free to contact us at insights@elp-in.com or write to our authors:

    Manendra Singh, Associate Partner –ManendraSingh@elp-in.com ;
    Tanvi Goyal, Principal Associate –TanviGoyal@elp-in.com;
    Aditi Ladha, Associate- AditiLadha@elp-in.com

Disclaimer: The information contained in this document is intended for informational purposes only and does not constitute legal opinion or advice. This document is not intended to address the circumstances of any individual or corporate body. Readers should not act on the information provided herein without appropriate professional advice after a thorough examination of the facts and circumstances of a situation. There can be no assurance that the judicial/quasi-judicial authorities may not take a position contrary to the views mentioned herein.