Ministry of Corporate Affairs has issued an order against Workforce Logiq India Pvt Ltd for violating Section 135 of the Companies Act, 2013. The company failed to spend the required CSR amount of ₹15,66,895 for the financial year 2020-21, contributing only ₹5,00,000 and delaying the remaining amount’s transfer to a specified fund. According to Section 135 of the Act, companies of certain financial thresholds must spend a minimum percentage of their profits on CSR activities and transfer unspent amounts to a designated fund. Workforce Logiq India Pvt Ltd, incorporated on December 14, 2011, and registered under the Registrar of Companies, Karnataka, was penalized for this shortfall. The adjudicating officer imposed a penalty of ₹21,33,790 on the company and ₹1,06,690 each on its directors. Total Penalty amounted to Rs. 25,60,550.The penalty must be paid within 90 days, and appeals can be filed with the Regional Director (South East Region) within 60 days. Non-compliance with this order may lead to further penalties. The company must also notify the directors of this order as per the Companies Act.
MINISTRY OF CORPORATE AFFAIRS
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’ Wing,
Koramangala. Bengaluru -560 034
Phone: 080 25537449/25633105
E-mail ID: roc. [email protected]
File No. ROQB)/Adj.Ord.454-135/Workforce/Co.No.061630/2023 Date: 24/05/2024
ORDER CLEADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES ADJUDICATION PENALOYSLINIES,/21A148 VIOLATION OF PROVISIONS OF SECTION LIS_ OF THE COMPANIES ACT, 2013 BY WORKFORCE LOGIQ INDIA PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II 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, Workforce Logiq India Private Limited (hereinafter referred to as Company) having CIN U74999KA2011FTC061630 was incorporated on 14.12.2011 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at Anantha, No.7-2, Fourth Floor 3rd Main Road, 6th Block Jayanagar West Bangalore South Karnataka – 560070.
3. The company has filed adjudication application on 18.12.2023 for violation of section 135 of the Act. It is seen that for the financial year 2020-21, the company was required to spend Rs Rs. 15,66.895 (Rs. 15,66,894.97) towards CSR activities but has contributed as sun, of Rs. Rs. 5.00000. Thereafter, the shortfall of Rs. 10,66,895 which ought to have been transferred to a Fund specified in Schedule VII of the Act within six months of the expiry of the financial year i.e by 30.09.2021 was deposited with a delay on 31.012022.
4. As per section 135(1) of the Companies Act, 2013, every company having networth of rupees fete hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five core or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director
5. As per section 135(5) of the Companies Act, 2013. the board of every company referred to in sub-section {1) shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial year, or where the company has not completed the period of three financial years since its incorporation, during such immediately, preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The second proviso to this subsection provides that if the company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the amount and. unless the unspent amount relates to any ongoing project referred to in sub-section (6). transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expire of the financial year.
6. As per section 135(7) of the Act, if a company is in default in complying with the provisions of sub-section (5) or sub-section (6). the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in the Schedule VII or the Unspent Corporate Social Responsibility Account. as the case may be. or one crore notes, whichever is less, and every officer of the company who is in default shall be liable to a penalty of ore-tenth of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or two lakh rupees, whichever is less.
7. Pursuant to the adjudication application filed by the company. Notice of hearing was sent on 25.01.2024 and physical hearing was held on 02.02.2024 which was attended by Mr. Nagarjun Y G, practising company secretary and authorised representative of the company. Mr. Gaurang Vijaykumar Mehta and Ms. Teresa Golio. He made his submissions before the adjudicating officer. However, no representation was received from any other director held liable to; default as mentioned in para 9 below
8. It is seen that the company is a subsidiary company and does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act. 2013. Therefore. the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director / key managerial personnel through their authonsed representative, in view of the above said violation under the provisions of section 135 of the Act in exercise of the powers vested under Section 454(3) of the Companies Act 2013,1 do hereby impose penalty in the following manner on the company and all the officers in default
| S. No. | Particulars | Calculation of Penalty (Rs.) | Penalty imposed (Rs) |
| 1 | Company | 10.66.895 X 2 | 21,33,790 |
| 2. | Gaurav Vijaykumar Mehta, Director | 10,66895 / 10 | 1,06,690 |
| 3. | Teresa Gallo. Director | 10.66895 / 10 | 1,06.690 |
| 4. | Mark Dennis Brady, Director | 10,66895 / 10 | 1,06,690 |
| 4. | Kevin Douglas Akeroyd. Director | 10,66495 / 10 | 1,06.690 |
10. 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 mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
11. Appeal, if any, 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 ADJ setting forth the grounds of appeal and shall be accompanies by a certified copy of this Order.
12. 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)(i) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
13. 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
