INCORPORATION OF RULE 25B: PHYSICAL VERIFICATION OF REGISTERED OFFICE OF COMPANY
MCA has introduced an amendment in Companies (Incorporation) Rules, 2014, and inserted a new rule 25B as in which the ROC can physically verify the registered office of the Company to check the authenticity of the registered company.
WHAT IS THE PURPOSE OF INSERTING RULE 25B?
The very purpose to insert the Rule 25B in the Incorporation Rules is to give effect to the provisions of Section 12(9) of the Companies Act, 2013 in other words, in order to implement Section 12(9), the MCA has prescribed a procedure for the Registrar to be followed by them for conducting physical verification of registered office.
According to Section 12(9) of the Companies Act, 2013? Section 12(9) of the Companies Act, 2013
1. If the Registrar has a 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 a manner AS MAY BE PRESCRIBED
Here, the procedure to do the physical verification of the registered office of the company by the Registrar is prescribed under Rule 25B
Therefore, while doing the conjunct reading of Section 12(9) with Rule 25B, it can be said that the Registrar will conduct the physical verification of the registered office of a company when (1) based upon the information or documents available on MCA 21, they have the reasonable cause to believe that (2) the company is not carrying on any business or operations and
If after conducting the physical verification of the registered office by the Registrar in the manner as prescribed under Rule 25B, 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 indicating of his intention to remove the name of the company from the register of companies and request 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.
Provision of ROC On Physical verification:
To ensure compliance of this section this rule has come into effect this rule came into effect on 18th August 2022 as per this rule to ensure compliance of section 12(9) The ROC can visit and cause the physical verification of the registered office of the company to check whether or not the company is maintaining the proper registered office of the company while doing physical verification ROC can check all the documents filed on MCA portal relating to the registered office of the company and can check the proofs like rent agreement etc. or any other proof relating to the registered office of the co.
Based on the physical verification, if ROC finds that the registered office is not properly maintained and not capable of receiving any communication or notices then it will issue a show cause notice to the co. and all its directors for striking off the name of the co.
ROC based on information and documents available in the MCA Portal conduct physical verification of the company in the presence of two independent witnesses of the locality in which the registered office is situated may also seek the assistance of the local Police for such verification if required.
A company is required to maintain a proper and functioning Registered Office that is capable of receiving letters and communication from the Regulatory authorities, departments, etc.