MCA Penalizes Company & Directors for Failing to Update Address

Registrar of Companies (RoC), Karnataka, has penalized Nestaway Technologies Private Limited and its directors for failing to update the company’s registered address, violating Section 12 of the Companies Act, 2013. An initial communication sent to the company’s registered address was returned undelivered, indicating the company was not operating at the registered location. Despite subsequent notices, the company and one of its directors failed to respond. The company later admitted that their lease had ended, and they had moved, but delays in filing the necessary Form INC-22 resulted in the violation. After a hearing, the Adjudicating Officer, Sanjay Sood, confirmed the company had not updated its address within the required timeframe, resulting in a penalty of ₹61,000 each for the company and its four directors. The company must pay the fines within 90 days and file Form INC-28, while any appeals against the order must be submitted within 60 days.

Registrar of Companies, Karnataka
Kendriya Sedan, 2nd Floor, ‘Et- Wing,
Koramangala, Bengaluru – 500 034
Phone :08045537449/25633105
E-mail ID: [email protected]

F No. ROC(B)/Adj.Ord.454-12/Nestaway/Co.No.078018 /2024 Date: 24.05.2024

ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES. 2014 FOR VIOLATION OF PROVISIONS OF SECTION 120) OF THE COMPANIES ACT, 2013 BY NESTAWAY TECHNOLOGIES PRIVATE LIMITED.

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-AdJI dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of Companies Act, 2013.

2. The company. Nestaway Technologies Private Limited (hereinafter referred to as Company) having its CIN U72400KA2014PTC078018 was incorporated on 30.12.2014 and is presently registered under the junsdiction of Registrar of Companies. Karnataka and the registered office of the company is situated at No. 556. Tatham, 14th Main Road, Sector 7, HSR Layout, HSR Layout Bangalore – 5E0102. Karnataka

3. It is seen that a letter of communication vide No. ROCB/Nestaway Technologies/Sec 143(12)/ 2023 dated 17.11.2023 was sent to the company’s registered office address available in the Master Data in MCA Portal. However. said notice were returned undelivered with postal remarks ‘No such firm in this address”. Therefore, it was evident that the company has not been functioning at the registered office address given in the MCA portal and hence the company and its directors have violated the provisions of section 12(1) and (4) of the Companies Act 2013.

4. Subsequently, an adjudication notice was sent to the company and its directors vide No. ROCB/Nestaway Technologies/Sec 143(12)/2023 dated 01.12.2023. Once again, the notices to the company and one of the directors. Mr. Shrang Yashwant Athalye, were returned undelivered. Mr. Jitendra Jagadev. Director responded to the notice vide his letter dated 11.12.2023. wherein it was submitted that the agreement of the company where the registered office was situated had terminated with effect from 01.11.2023 and the company shifted its location to No. 556, Tattavam. 14^th main, 7^th sector. HSR Layout Bengaluru 560102. But the company is in the process of filing INC- 22, but due to some unforeseen events, the filings got delayed and the same will be filed in a week’s time and requested this office not to initiate any penal proceedings against the company.

5. As it is evident from the reply furnished by the director on behalf of the company, that the company has failed to intimate the change in the registered office address to the ROC thereby violating the provisions of section 12(4) of the Companies Act. 2013. Therefore, hearing notices to the company and its directors were sent to the company on 25.01.2024 and hearing was held on 06.02.2024.

6.. As per section 12(1) of the Act, a company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. Further. as per section 12(4) of the Act, notice of every change of the situation of the registered office, venfied in the manner prescribed. after the date of incorporation of the company, shall be given to the Registrar within thirty days of the change who shall record the same

7. As per section 12(8) of the Act if any default is made in complying with the requirements of this section. the company and even/ officer who’s in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.

8. Pursuant to the notice issued by this office on 25.01.2024. hearing was held on 06.02.2024. Ms Ritu Agarwat Company’s employee and authorised representative appeared on behalf of the company and directors i.e. Mr. Jitendra Mgadev, Mr. Kumal Karan, Mr. Srirang Athalaye and Mr. Vasanth Gujarati and made her submissions before the Adjudicating officer. She produced the proof that the company has filed INC 22 vide SRN M6726615 on 31.01.2024 by submitting copy of the INC 22 eform along with SRN challan. The company was directed to produce the copy of rental agreement which were submitted on 12.02 2024.

9. From the facts of the case and the verification of the registered office of the company canted out as stated above, it is stated that the company has changed its registered office wet 01.11.2023. Hence, it is construed that the company and its officers in default have violated the provisions of section 12(4) of the Act for the period from 01.12.2023 to 30.01.2024 i.e. 61 days

10. The company is a holding company and hence, the company does not fall under the definition of a ‘small company” as per the provisions of section 2(85) of the Companies Act. 2013. Therefore. imposing lesser penalty as per the provisions of section 446B of the Companies Act. 2013 shall not be applicable in this case.

11. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director / key managerial personnel through their authorised representative, in view of the above said violation of the Act. I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:

12. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors. such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website www,mca.govin (Miscellaneous head) specifying the details of this Order and the notice who is paying the penalty.

13. Appeal, if against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in Form AD) setting faith the grounds of appeal and shall be accompanies by a certified copy of this Order.

14. Your attention is also invited to section 454(8) of the Companies Act 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)0) and (ii) of the Companies Act 2013 against the company and directors / key managerial personnel without further notice in the matter.

15. The company is required to serve a copy of this Order on the director(s)/ officer(s)-in- default mentioned above in terms of provisions of section 20 of the Companies Act, 2013.

(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer