The Registrar of Companies (ROC), Bangalore, imposed penalties under Section 12(8) of the Companies Act, 2013, on a company and its directors for failing to maintain its registered office at the address recorded with the Ministry of Corporate Affairs. The proceedings originated after a notice issued under Section 206(1) on 19 May 2025, in connection with a complaint filed by M/s Sealtech India, was returned undelivered with the postal remark “left without instructions.” Based on this, the ROC concluded that the company was not maintaining its registered office as required under Section 12 of the Act. Show cause notices were subsequently issued, and the company along with its officers in default admitted the non-compliance through the e-Adjudication portal and agreed to pay the prescribed penalties. Since the company qualified as a small company under Section 2(85), the benefit of reduced penalties under Section 446B was extended while imposing penalties and directing rectification of the default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/06-2026/BL/02289 | Dated: 11/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 12(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 698(E) dated 10/02/2026 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to BUILDNESS INFRA & TECH PRIVATE LIMITED [herein after known as Company] bearing CIN U45500KA2016PTC096294, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 1634,22ND CROSS,26TH MAIN 2ND SECTOR,HSR LAYOUT, (SHOP NO:6) NA BANGALORE BANGALORE KARNATAKA INDIA 560102
Individual details:
In the matter relating to PRABHAKAR VIVEK__________
In the matter relating to SUSHMA RANI SRINIVAS________
C. Provisions of the Act:
If any default is made in complying with the requirements of this section, the company and every officer who is 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
D. Facts about the case:
1. Default committed by the officers in default/noticee – As per the MCA database, the registered office of the company is 1634, 22ND CROSS, 26TH MAIN 2ND SECTOR, HSR LAYOUT, (SHOP NO:6), Bangalore, Karnataka 560102. Notice dated 19.05.2025, which was issued to the company under section 206(1) of the Companies Act, 2013 was returned undelivered with the postal department’s remarks ‘left without instructions’. The said Notice was issued in view of the complaint filed against the company by M/s Sealtech India vide SRN I00080306 dated 23.09.2022.
Hence, it has been concluded that the company is not maintaining its registered office address which is in violation of section 12 of the Companies Act, 2013.
It is seen from records that the company does fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B of the Act shall be applicable in this case.
2. The company and officers in default have not asked for e-hearing and same was not provided. The order is issued based on the application, notice for adjudication and replies received.
E.Order:
1. As per the MCA database, the registered office of the company is 1634, 22ND CROSS, 26TH MAIN 2ND SECTOR, HSR LAYOUT, (SHOP NO:6), Bangalore, Karnataka 560102. Notice dated 19.05.2025, which was issued to the company under section 206(1) of the Companies Act, 2013 was returned undelivered with the postal department?s remarks ?left without instructions?. The said Notice was issued in view of the complaint filed against the company by M/s Sealtech India vide SRN I00080306 dated 23.09.2022.
Hence, it has been concluded that the company is not maintaining its registered office address which is in violation of section 12 of the Companies Act, 2013.
Pursuant to the adjudication application filed by the company, show cause notice dated 21.04.2026 was issued to the company and its officers in default through e-Adjudication module. The Company and Officers in default have submitted reply on the e-Adjudication portal on 28.04.2026 stating, inter alia, that ? accepted the non-compliance and agree to pay the penalty amount as specified in Show Cause Notice.
Further, the company and its officers in default have opted for no e-hearing in the matter and hence, the same has not been provided. This order is issued based on the application, notice for adjudication, and the replies received.
It is seen from records that the company does fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall be applicable in the case.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | BUILDNESS INFRA & TECH PRIVATE LIMITED having CIN as U45500KA2016P TC096294 | 50000 | 0 | 100000 | |
| 2 | PRABHAKAR VIVEK having DIN as 03608758 | 50000 | 0 | 100000 | |
| 3 | SUSHMA RANI SRINIVAS having DIN as 07458654 | 50000 | 0 | 100000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Bangalore within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
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Registrar of Companies
ROC Bangalore
