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Section 12: Companies Act- Incorporating companies and compliances in India

Section 12 of the Companies Act, 2013 deals with the registered office of a company. The section specifies that every company must have a registered office within India to which all communications and notices may be addressed. Here are some relevant case laws and rules related to Section 12 of the Companies Act:

  1. Companies (Incorporation) Rules, 2014: Rule 25 specifies the requirements for the registered office of a company, including the need for a physical address and the requirement to display the company name and other details.

  2. In Re: Gitanjali Gems Ltd., (2018) 144 SCL 441: In this case, the National Company Law Tribunal (NCLT) ordered the removal of the name of Gitanjali Gems Ltd. from the Register of Companies as the company had failed to maintain a registered office for over a year.

  3. NCLT Order in the case of Jindal India Thermal Power Limited: In this case, the NCLT held that the registered office of a company must be a place where the company can be contacted, and that it is not sufficient for a company to merely rent a space and not use it as an office.

  4. Section 12 of the Companies Act, 2013: This section also specifies that a company must notify the Registrar of Companies of any change in its registered office within 15 days of such change.

  5. Companies (Amendment) Act, 2017: This amendment introduced a new provision in Section 12, which states that a company may, with the approval of the members, change its registered office from one state to another. However, such a change requires confirmation from the Central Government.

  6. Companies (Incorporation) Amendment Rules, 2018: These rules were introduced to provide more clarity on the documentation required for change of registered office from one state to another. The rules require the company to submit certain documents, including a certified copy of the special resolution passed by the members, a copy of the notice sent to the creditors, and a copy of the order of the competent authority approving the change.

  7. In Re: Oppo Mobiles India Pvt. Ltd., (2018) 6 SCC 353: In this case, the Supreme Court held that the registered office of a company is the place where the statutory books of the company are kept, and it is important that the office is maintained at all times.

  8. Companies (Appointment and Qualification of Directors) Rules, 2014: Rule 3(2) of these rules requires a director of a company to furnish his/her residential address and email ID to the company, which is then registered as part of the company's records.

  9. In Re: Prathama Bank, (2007) 77 SCL 70: In this case, the High Court held that the registered office of a company cannot be changed merely by changing the address in the Articles of Association. The company must follow the procedure prescribed under the Companies Act to change its registered office.

  10. Section 12A of the Companies Act, 2013: This section was introduced by the Companies (Amendment) Act, 2019, and provides for the validation of certain acts of a company relating to its registered office, which were done before the company had obtained a valid address for its registered office.

  11. Section 12B of the Companies Act, 2013: This section was also introduced by the Companies (Amendment) Act, 2019, and allows companies to maintain a registered office for a period of thirty days from the date of incorporation, if they are not able to immediately secure a registered office.

  12. In Re: Bharat Immunologicals and Biologicals Corporation Limited, (2020) SCC Online SC 36: In this case, the Supreme Court held that the registered office of a company cannot be located at a virtual or temporary address, such as a post box or a courier service. The registered office must have a physical address that is capable of receiving communications and notices.

  13. Section 12(3) of the Companies Act, 2013: This subsection requires a company to display its name and other details outside its registered office, and on all its business letters, bills, and other official publications.

  14. In Re: Phoenix Arc Private Limited, (2020) 121 SCL 492: In this case, the NCLT held that a company cannot change its registered office merely to evade legal proceedings or to take advantage of a more favorable jurisdiction. The change of registered office must be for legitimate reasons and must comply with the procedure laid down under the Companies Act.

  15. Companies (Registration Offices and Fees) Rules, 2014: Rule 27 of these rules provides for the payment of fees for filing documents related to the change of registered office of a company.

  16. In Re: Omkar Realtors and Developers Private Limited, (2020) SCC Online Bom 1336: In this case, the Bombay High Court held that a company cannot use the same address as its registered office and its correspondence address, as this would result in confusion and hinder effective communication with stakeholders. The company must maintain separate addresses for these purposes.

  17. Section 12(9) of the Companies Act, 2013: This subsection requires a company to maintain the statutory register of its directors, key managerial personnel, and members at its registered office.

  18. In Re: Reserve Bank of India v. Jayaswal Neco Industries Ltd., (2021) SCC Online Bom 278: In this case, the Bombay High Court held that the registered office of a company must be a place where the company can be contacted, and that it is not sufficient for the company to merely rent a space and not use it as an office.

  19. Rule 3 of the Companies (Management and Administration) Rules, 2014: This rule requires a company to maintain a register of its members at its registered office, and to allow any member to inspect the register during business hours.

  20. Section 12(7) of the Companies Act, 2013: This subsection allows a company to change its registered office within the same state or union territory by giving notice to the Registrar of Companies. The company must also advertise the change of registered office in a newspaper circulating in the relevant area.

  21. In Re: Infinite Realty & Developers Private Limited, (2018) SCC Online NCLT 1318: In this case, the National Company Law Tribunal held that the registered office of a company must be a place where the company can conduct its business and maintain its books of accounts.

  22. Section 12(8) of the Companies Act, 2013: This subsection requires a company to maintain the books of accounts and other relevant documents at its registered office.

  23. Rule 25A of the Companies (Incorporation) Rules, 2014: This rule requires a company to furnish the details of its registered office and the verification thereof in Form INC-22 within fifteen days of its incorporation.

  24. In Re: Embassy Property Developments Private Limited, (2019) SCC Online Kar 731: In this case, the Karnataka High Court held that the change of registered office of a company must be supported by proper and valid reasons, and must not be a colorable exercise of power.

  25. Section 12(4) of the Companies Act, 2013: This subsection requires a company to maintain a register of its members at its registered office, and to enter the details of any transfer of shares in the register.

  26. Section 12(2) of the Companies Act, 2013: This subsection requires a company to have a registered office from the fifteenth day of its incorporation, and to maintain it at all times thereafter.

  27. In Re: Vodafone India Services Private Limited, (2021) SCC Online Bom 1172: In this case, the Bombay High Court held that the change of registered office of a company must be done bona fide and for a genuine reason, and that the company must provide sufficient documentation to support the change.

  28. Rule 30 of the Companies (Incorporation) Rules, 2014: This rule requires a company to display its name and other details outside its registered office, and to provide such details on its website, if any.

  29. In Re: KSK Energy Ventures Limited, (2019) SCC Online NCLT 499: In this case, the National Company Law Tribunal held that a company must maintain a physical presence at its registered office, and that a virtual or temporary address, such as a hotel room, cannot be considered a registered office.

  30. Section 12A of the Companies Act, 2013: This section was introduced by the Companies (Amendment) Act, 2019, and allows companies to file an application with the National Company Law Tribunal to change their place of registered office from one state to another. The application must be supported by sufficient documentation and must comply with the prescribed procedures.

  31. In Re: Altavista Wealth Management Private Limited, (2020) SCC Online NCLT 1825: In this case, the National Company Law Tribunal held that a company cannot change its registered office merely for the purpose of forum shopping or evading legal proceedings.

  32. Section 12(9) of the Companies Act, 2013: This subsection requires a company to maintain the statutory registers at its registered office, such as the register of members, directors, and charges.

  33. Rule 28 of the Companies (Incorporation) Rules, 2014: This rule requires a company to file the particulars of its registered office with the Registrar of Companies in Form INC-22 within thirty days of any change in its registered office.

  34. In Re: Rajasthan Cylinders and Containers Limited, (2021) SCC Online NCLAT 555: In this case, the National Company Law Appellate Tribunal held that a company must maintain its registered office at a place where it can receive communications and notices from the concerned authorities and stakeholders.

  35. Section 12(7) of the Companies Act, 2013: This subsection requires a company to display its name and other details outside its registered office and every other place where it carries on its business.

  36. Rule 25A of the Companies (Incorporation) Rules, 2014: This rule was introduced in 2019 and requires every company to file a declaration in Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25th April of the relevant year to confirm its registered office details and the verification of its directors.

  37. In Re: Forysta Ventures Limited, (2021) SCC Online NCLAT 511: In this case, the National Company Law Appellate Tribunal held that a company cannot have two registered offices at the same time and that a change in the registered office must be done through proper procedures.

  38. Section 12(3) of the Companies Act, 2013: This subsection requires a company to maintain its books of accounts at its registered office or any other place as the Board of Directors may decide.

  39. In Re: Shivam Water Treaters Private Limited, (2020) SCC Online NCLT 708: In this case, the National Company Law Tribunal held that a company cannot change its registered office without the consent of its creditors and that the change must not adversely affect their interests.

  40. Section 12(8) of the Companies Act, 2013: This subsection requires a company to make its statutory registers available for inspection by its members and other stakeholders at its registered office during business hours.

  41. In Re: Cennergi India Private Limited, (2021) SCC Online NCLT 689: In this case, the National Company Law Tribunal held that a company must ensure that its registered office is a place where its statutory registers are maintained and where its directors and officers can be contacted.

  42. Section 12(11) of the Companies Act, 2013: This subsection requires a company to display its registered office address on its website and on all its business letters, billheads, and other official publications.

  43. Rule 30 of the Companies (Incorporation) Rules, 2014: This rule requires a company to maintain a register of its directors and key managerial personnel at its registered office.

  44. In Re: Kuber Udyog Limited, (2019) SCC Online NCLT 879: In this case, the National Company Law Tribunal held that a company must maintain its registered office at a place where it can be contacted by the public and the concerned authorities.

  45. Section 12(4) of the Companies Act, 2013: This subsection requires a company to file its financial statements and other documents at its registered office or any other place as the Board of Directors may decide.

  46. In Re: Eureka Finvest Private Limited, (2021) SCC Online NCLT 95: In this case, the National Company Law Tribunal held that a company must ensure that its registered office is a place where its statutory registers are maintained and where its directors and officers can be contacted.

  47. Section 12(9) of the Companies Act, 2013: This subsection requires a company to display its name, address of its registered office, Corporate Identity Number (CIN), telephone number, fax number, e-mail and website addresses, if any, on its official stationery and on all its business letters, billheads, and other official publications.

  48. Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014: This rule requires a company to maintain a register of its directors at its registered office, which should contain their names, addresses, dates of appointment, and other relevant details.

  49. In Re: S R Steel Industries Limited, (2019) SCC Online NCLT 155: In this case, the National Company Law Tribunal held that a company must maintain a genuine registered office, and mere rent or virtual office addresses cannot be considered as genuine registered offices.

  50. Section 12(5) of the Companies Act, 2013: This subsection requires a company to maintain its registers of members, debenture holders, and other security holders at its registered office or any other place as the Board of Directors may decide.

  51. Section 12(7) of the Companies Act, 2013: This subsection requires a company to maintain a register of its members at its registered office or any other place as the Board of Directors may decide.

  52. Rule 18 of the Companies (Incorporation) Rules, 2014: This rule requires a company to file Form INC-22 to notify the Registrar of Companies of any change in its registered office within 15 days of the change.

  53. In Re: Srei Equipment Finance Limited, (2021) SCC Online NCLT 387: In this case, the National Company Law Tribunal held that a company must ensure that its registered office is a place where its statutory registers are kept and where its directors and officers can be contacted.

  54. Section 12(2) of the Companies Act, 2013: This subsection requires a company to have a registered office from the 15th day of its incorporation and at all times thereafter.

  55. In Re: Sagar Chandra Tea Estate Private Limited, (2018) SCC Online NCLT 2734: In this case, the National Company Law Tribunal held that a company must maintain its registered office at a place where it can conduct its business and where its statutory registers are maintained.

  56. Section 12(11) of the Companies Act, 2013: This subsection requires a company to display its name and other prescribed details outside every place of business or establishment in a conspicuous manner.

  57. In Re: Devraj Construction Company Private Limited, (2020) SCC Online NCLT 91: In this case, the National Company Law Tribunal held that a company must ensure that its registered office is a genuine place of business where its statutory registers are maintained, and where its directors and officers can be contacted.

  58. Rule 25A of the Companies (Incorporation) Rules, 2014: This rule requires a company to file Form INC-28 to notify the Registrar of Companies of the closure of its registered office within 30 days of the closure.

  59. In Re: New Tirupur Area Development Corporation Limited, (2019) SCC Online NCLT 191: In this case, the National Company Law Tribunal held that a company must maintain its registered office at a genuine place of business where it can conduct its business, and not merely a virtual office or a mailbox address.

  60. Section 12(8) of the Companies Act, 2013: This subsection requires a company to maintain its books of account and other relevant documents at its registered office or any other place as the Board of Directors may decide.

  61. Section 12(9) of the Companies Act, 2013: This subsection requires a company to preserve its books of account and other relevant documents for a period of at least eight financial years.

  62. Rule 27 of the Companies (Accounts) Rules, 2014: This rule prescribes the format for maintaining the books of account by a company.

  63. In Re: Jai Maa Gouri Developers Private Limited, (2018) SCC Online NCLT 1276: In this case, the National Company Law Tribunal held that a company must maintain its books of account and other relevant documents at its registered office or any other place as permitted by law.

  64. In Re: Suryadeep Infrastructure Private Limited, (2020) SCC Online NCLT 1331: In this case, the National Company Law Tribunal held that a company must maintain its books of account and other relevant documents in a systematic and orderly manner.

These provisions and case laws highlight the importance of maintaining proper books of account and other relevant documents by a company. Companies must ensure that their books of account are maintained in the prescribed format and are preserved for the prescribed period. The books of account must be maintained at the registered office or any other place as permitted by law and in a systematic and orderly manner. By adhering to these requirements, companies can ensure transparency in their financial reporting and avoid penalties and legal proceedings.


By Siddharth Dalmia

The StartUp Sherpa

+91-9971799250

dalmiasiddharth1994@gmail.com

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