In the last post here, we discussed the Companies (Incorporation) Third Amendment Rules, 2022, which inserted Rule 25B with effect from 20 August 2022 (issued on 18 August 2022).
Failure in Physical Verification
In terms of Rule 25B sub-rule (5), based on the physical verification report, the Registrar shall form an opinion on whether the office is capable of receiving and acknowledging all communications and notices. If the Registrar finds the office incapable of receiving and acknowledging all communications and notices, it will send a notice to the company and all the directors:
- 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 thirty days from the date of the notice.
The Registrar may take action under Section 248 of the Act based on the physical verification report and the representations made by the company and its directors.
Notice for Removal of Name
The Ministry of Corporate Affairs, on 26 August 2022, published the Companies (Removal of Names of Companies from the Register of Companies) Second Amendment Rules, 2022 by Notification GSR 658(E) dated 24 August 2022.
This amendment effectively amends the notice for Notice by Registrar for removal of the name of a company from the register of companies in Form STK – 1.
Additional ground for removal of the name of a company from the register of the companies maintained by the Registrar of Companies. Till the amendment following three grounds were there:
- The company has failed to commence its business within one year of its incorporation;
- The company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455; and
- The subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company, and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A.
Now, a fourth ground is added to the list: “the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12”.
Public Notice of proposed removal of the name of the company from the register of companies under Section 248(1) and 248(2), namely Form STK – 5A and Form STK – 5 are also amended to similar effect.