22 August 2022
Issuance of the Companies (Incorporation) Third Amendment Rules 2022
 
The Ministry of Corporate Affairs (MCA) has amended 'The Companies (Incorporation) Rules, 2014' by introducing 'The Companies (Incorporation) Third Amendment Rules 2022.' Accordingly, the following Rule 25B is introduced in the Companies (Incorporation) Rules 2014 after Rule 25A.

Rule 25B: Physical verification of the Company's Registered office
  1. The Registrar shall visit the Company's registered office as per the information or documents available on MCA 21 for physical verification for the purposes of Subsection (9) of Section 12, in the presence of two independent witnesses from the location where the office is registered and if required may also seek the assistance of the local police for such verification.
  2. The Registrar is required to carry the documents filed on MCA 21 in support of the registered office address for verification and check its authenticity by cross-verifying the copies of supporting documents collected during the physical verification, duly authenticated by the occupant of the property where the said registered office is located.
  3. In the verification process, the Registrar shall also take photographs of the registered office.
  4. The physical verification report shall be prepared in the following format namely - 'Report on Physical Verification of the Registered Office of the Company':
    1. Name and CIN (Corporate Identity Number) of the Company
    2. Latest address of the registered office as per the MCA 21 record
    3. Date when the authorization letter was issued by the Registrar of Companies
    4. Name of the Registrar of Companies
    5. Date and time of visit for physical verification
    6. Location details along with landmark
      1. Details of the person available, if any, at the time of the visit include - Name, Father's Name, Resident Address, Relationship with the Company, if applicable
    7. Remarks, if any
    8. Documents attached
      1. Copy of the agreement/ ownership/ rent agreement/ No objection certificate of the registered office of the company from owner/ tenant/ lessor
      2. Photograph of the registered office
      3. Self-attested ID card of the person available, if any
      4. Any other documents
  5. If the registered office does not receive or acknowledge all the communications and notices, the Registrar shall send a notice to the Company and all the Directors of his intention to remove the Company's name from the register of companies. Also, request them to send their representations with relevant documents, if any, within a period of 30 days from the date of notice before taking further actions in accordance with the provisions of Section 248 of the Act.
Our Comments
MCA, in its vision document (2019- 2024), laid down the strategy to create a facilitator for the prominent governance of corporates. It is a step further in emphasizing good corporate governance; however, the ease of doing business shall depend on how effectively this newly amended regulation provides visibility to corporates on the way forward.

As per Section 12 of the Companies Act 2013, every Company is required to have a registered office capable of receiving and acknowledging all communications and notices addressed to it. With this notification, MCA has emphasized verifying the physical location of business and place of communication with Companies.

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