The Registrar of Companies, Chhattisgarh passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 450 arising from failure to file Form CSR-2 for the financial year 2020-21 as required under the first proviso to Rule 12(1B) of the Companies (Accounts) Rules, 2014. The company attributed the delay to procedural oversight, transitional compliance issues relating to the introduction of CSR-2, and subsequent filing of the form on 02.04.2026 before issuance of the show cause notice. Various officers submitted explanations regarding their tenure, technical issues on the MCA portal, or lack of responsibility for the default. After considering the submissions and conducting an e-hearing, the Registrar held that the explanations were untenable, observing that subsequent filing did not remove the default and that compliance with the statutory requirement rested with the company and its officers during the continuance of the offence. However, liability was not attributed to one director in view of the presence of a key managerial personnel responsible for compliance during the relevant period. Accordingly, penalties of ₹2,00,000 were imposed on the company and ₹50,000 each on five officers, while no penalty was imposed on the said director. The order also directs payment within 90 days and provides for an appeal.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
Registrar of Companies cum Official Liquidator, 1st Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk,
Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/06-2026/BP/02427 | Dated: 25/06/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 450 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 R.K. ASSOCIATES & HOTELIERS PRIVATE LIMITED [herein after known as Company] bearing CIN U55100CT2009PTCO21098, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OPPOSITE RAILWAY STATION, STATION ROAD, NA DURG CHATTISGARH INDIA 491001
Individual details:
In the matter relating to YOGESH KUMAR CHOUHAN____________
In the matter relating to SANJAY BHARTI _____________
In the matter relating to SHARAN BIHARI AGRAWAL ____________
In the matter relating to VISHAL SAXENA ____________
In the matter relating to DEEPAK RANJAN SUNDARAY __________
In the matter relating to ABHINAV KAPOOR ___________
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be l[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – As per first proviso to the Rule 12(1B) of the Companies (Accounts) Rules, 2014, every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 separately with the Registrar for the preceding financial year 2020-2021 on or before 30th June, 2022, after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.
It has been observed from the records available on the MCA portal that the company has failed to file form CSR-2 for the financial year 2020-21 till date in compliance with the above provisions thereby attracting penal provisions under Section 450 of the Companies Act, 2013.
2. In response to the Show Cause Notices, replies were received from the Company and officers in default except Shri Deepak Ranjan Sundaray. Accordingly, for providing an opportunity of being heard and on the request made, an e-hearing was scheduled on 21/05/2026.
E. Order:
1. In response to the Show Cause Notice, the company and Shri Sharan Bihari Agrawal, one of the Officers-in-default, submitted that the delay was unintentional and arose due to an inadvertent procedural oversight, coupled with the fact that CSR-2 was newly introduced and involved transitional compliance with retrospective applicability. Owing to this, the company faced practical difficulties in identifying and ensuring timely compliance. It was further submitted that the company has subsequently filed the required form on 02/04/2026 prior to issuance of SCN, demonstrating bona fide intent and proactive compliance. There was no mala fide intention to avoid compliance or suppress information, as the company has already incurred its CSR expenditure in due course and the same was disclosed in the Board’s Report and the financial statements of the company. The lapse is purely technical in nature and has not resulted in any financial loss, misstatement, or prejudice to any stakeholder. Shri Abhinav Kapoor, in his reply, submitted that he was appointed as a director of the company on 30/12/2025 and continue to hold office as on date. It was further submitted by him that the alleged default pertains to the F.Y. 2020-21 and he was not associated with the company during the relevant period when the compliance became due or when the default occurred, neither he was in charge of, nor responsible for the conduct of the business of the company and therefore no liability can be attributed to him. Shri Vishal Saxena, in his response to the SCN, submitted that he was appointed as a director of the company on 19/01/2023 and resigned on 07/02/2023, thus, his tenure was a very brief period of less than one month. It was further submitted that the responsibility for the compliance of filing of form CSR-2 for F.Y. 2020-21 arose prior to his appointment as director. He neither had any role nor had any authority in relation to the said compliance at the relevant time.Shri Sanjay Bharti submitted that he was not the Company Secretary when the cause of action arose as well as on the date of issue of SCN. It was further submitted by him that at the time of his appointment there was no company secretary or any secretarial staff in the company and no proper handover of all files and documents were made to him. It was also submitted that he was unaware of the non-filing of Form CSR-2 for F.Y. 2020-21 because there was no qualification/comment/remark for such non-filing in the Auditors report of Statutory Auditor/Secretarial Auditor/ Internal Auditor for the F.Y. 2022-23. Shri Yogesh Chouhan, former CS of the company and one of the officer-in-default, submitted his reply via mail dated 22/04/2026, wherein it was submitted that he was associated with the company only in the capacity of Company Secretary from August 2020 till 24/10/2024 and he was not a part of the Board of Directors. It was further submitted that he made several attempts to file the said Form on the MCA portal, however, each time the system displayed a message stating that the company was not eligible to file form CSR-2. In this regard, multiple tickets/complaints were raised on the portal to report the issue, but the issue remained unsolved and due to this technical limitation, he was unable to complete the filing of the said Form. It was further submitted by him that he ceased to be associated with the company w.e.f. 24/10/2024 and do not have access to any records, data, or documents of the company and unable to provide documentary evidence in support of his submissions. It is observed that Shri Yogesh Chouhan has not submitted any documents in support of his contention. On the request made by the officers-in-default, an e-hearing was scheduled on 21/05/2026. Shri Chirag Gupta, Company Secretary of the Company, appeared in person on behalf of the company and officers-in-default namely Shri Sharan Bihari Agrawal, Shri Vishal Saxena and Shri Abhinav Kapoor. Shri Yogesh Chouhan appeared during he e-hearing and submitted same response as was submitted by him through his mail. Shri Sanjay Bharti also appeared during the e-hearing, he submitted that he was not associated with the company at the time of the commencement of the offence. Further, he was not aware of the default and there was no record of such default in audit report or any other documents/records of the company. Shri Deepak Ranjan did not submit any response, nor he appeared during the e-hearing. Upon consideration of the submissions made and the records available with this office, the contentions are found to be untenable. The requirement of filing form CSR-2 is a statutory obligation under the Companies Act, 2013 and the rules made thereunder, and the responsibility for ensuring timely compliance rests upon the company and its officers during the continuance of the offence. The plea of inadvertent oversight, technical difficulties, or absence of mala fide intent does not absolve the company and its officers in default from liability arising from non-compliance with the statutory requirement. Further, the subsequent filing of the Form after due date, though evidencing eventual compliance, does not obliterate the default which had already occurred. However, in respect of Shri Vishal Saxena, considering the presence of a KMP responsible for compliance during the relevant period, liability for the default is not attributed to him. Based on the submissions made and facts of the case, it is evident that the company and its officers in default failed to comply with the first proviso to the Rule 12 (1B) of the Company (Accounts) Rules, 2014. Accordingly, the Company and its officers in default are liable for penal action under section 450 of the Companies Act, 2013. Therefore, I am imposing penalty as prescribed under section 450 of the Companies Act, 2013 on the company and its officers in default for the aforementioned noncompliance.
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 | R.K. ASSOCIATES & HOTELIERS PRIVATE LIMITED having CIN as U55100CT2009P TCO21098 | 200000 | 0 | 200000 | |
| 2 | YOGESH KUMAR CHOUHAN having DIN as 01179068 | 50000 | 0 | 50000 | |
| 3 | SANJAY BHARTI having PAN as AKOPB8838K | 50000 | 0 | 50000 | |
| 4 | SHARAN BIHARI AGRAWAL having DIN as 00394548 | 50000 | 0 | 50000 | |
| 5 | VISHAL SAXENA having DIN as 01579368 | 0 | 0 | 50000 | |
| 6 | DEEPAK RANJAN SUNDARAY having DIN as 06488843 |
50000 | 0 | 50000 | |
| 7 | ABHINAV KAPOOR having DIN as 09703419 | 50000 | 0 | 50000 |
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 Hyderabad 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.
Sudhir Kapoor,
Registrar of Companies
ROC Chhattisgarh
