The Registrar of Companies, Delhi II, passed an adjudication order dated 17 July 2026 under Section 454 of the Companies Act, 2013 for violation of Section 135(7) relating to Corporate Social Responsibility (CSR) compliance. The company filed a suo motu application for adjudication of penalties for financial years 2020-21, 2021-22 and 2022-23. For FY 2020-21, the company was required to spend ₹27,19,853.06 towards CSR but spent ₹22,00,000, leaving ₹5,19,853.06 unspent, which was not transferred to the fund specified in Schedule VII within six months from the end of the financial year. The company subsequently transferred ₹5,19,853 to Bharat Kosh/Swachh Bharat Kosh on 26 June 2024 and accepted the non-compliance, attributing it to an inadvertent oversight. The adjudicating officer noted that a duplication of penalties in the show cause notice was corrected while issuing the order, declined the request for remission, and imposed a penalty of ₹10,39,706 on the company and ₹51,985.30 each on six officers in default. The order directs payment of penalties within 90 days and provides for an appeal before the Regional Director under Section 454.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Delhi II
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi, Delhi, India, 110019
Phone: 011-26235703
E-mail: roc.delhicentral@mca.gov.in
Order ID: PO/ADJ/05-2025/DL/00347 | Dated: 17/07/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (THE ACT’) FOR VIOLATION OF SECTION 135(7) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 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 VARINDERA CONSTRUCTIONS LIMITED [herein after known as Company] bearing CIN U45201DL1987PLC128579, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OFFICE NO. 613, 6TH FLOOR, PLOT NO. 4 OFFICE NO. 613, 6TH FLOOR, PLOT NO. 4 JANAKPURI A-3 NEW DELHI WEST DELHI DELHI INDIA 110058
Individual details:
In the matter relating to SUSHMA GARG
In the matter relating to SURBHI AGARWAL
In the matter relating to VARINDER KUMAR GARG
In the matter relating to VIVEK GARG
In the matter relating to MAYANK GARG
In the matter relating to NITIN KAUSHAL
C. Provisions 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 Schedule VII or the Unspent Corporate Social Responsibility Account, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-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
D. Facts about the case:
1. Default committed by the officers in default/noticee –
I. This office is in receipt of application vide GNL-1 form filed by the company for adjudication of penalties for default u/s 135 (5) r/w section 134(3)(o) of the Act, Rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 for F.Y. 2020-21, 2021-22 and 2022-23. The applicants are Varinder Kumar Garg, Sushma Garg, Vivek Garg and Surbhi Aggarwal. As per the application, w.r.t financial year ending 31.03.2021, following has been submitted:
i. That for financial year ending 31.03.2020, the net profit of the company exceeded Rs. 5,00,00,000 and as per the provisions of Section 135 of the Act, the company was required to spend, in every year financial year, at least 2% of the average net profits, in pursuance to its Corporate Social Responsibility.
ii. As per the application, the company was required to spend Rs. 27,19,853.06 in CSR for the F.Y. 2020-21. It spent only Rs. 22,00,000.00 during the period and Rs. 5,19,853.06 remained unspent.
iii. Further, the Company was unable to transfer this unspent CSR amount to the fund specified in Schedule VII of the Act within 6(six) months from the expiry of the financial year ended on 31.03.2021.
iv. Along with the petition, the company has also submitted a receipt dated 26.06.2024 wherein it has transferred an amount of Rs. 5,19,853.06 to Swachh Bharat Kosh for F.Y. 2020-21.
II. Further, in order to Adjudicate this matter, the company is required to provide certified copy of calculation of Net Profit as per Section 198 of the Companies Act, 2013 for FY 2017-18 to FY 2019-20.
2. The company and its officers have not sought an opportunity of e-hearing in their reply to the e-SCN.
E. Order:
i. The company has filed a suo-moto application for adjudication of penalties for default u/s 135(5) r/w section 134(3)(o) of the Act for the three financial years ending 31.03.2021, 31.03.2022 and 31.03.2023.
ii. Whereas the company was required to spend Rs. 27,19,853/- in CSR for FY 2020-21. It spent only Rs. 22,00,000/- during the period and Rs. 5,19,853/- remained unspent. Further, the company has failed to transfer this unspent CSR amount to the fund specified in Schedule VII of the Act within six (06) months from the expiry of financial year ended on 31.03.2021. Hence, a notice was issued to the company and its officers.
iii. Whereas in response to the e-SCN issued on 01.05.2025, replies were received on 16.05.2025 wherein the company and the office-in-default accepted the non-compliance and have stated that the default occurred due to an inadvertent oversight and that the default has been rectified by transferring the requisite amount to the Swachh Bharat Kosh. They have also requested to consider the matter with leniency as the default was unintentional, and the corrective measures have been undertaken.
iv. Whereas vide letter no. ROC/D/Adj/2025/134 &135/VARINDERA/5687-5693 dated 20.03.2025, the company was asked to submit the relevant extract of the bank statement showcasing the CSR fund transfer for the F.Y. 2020-21 and the unspent amount which was later transferred to Bharat Kosh on 26.06.2024.
v. Accordingly, vide email dated 26.03.2025, the company submitted its reply along with the relevant extract of Bank Statement wherein the amount of Rs. 11,00,000/- was transferred on 10.09.2020 and Rs. 11,00,000/- was further transferred on 31.03.2021. Further, an amount of Rs. 5,19,853/- was transferred to Bharat Kosh on 26.06.2024.
vi. lt is noticed that in the e-SCN dated 01.05.2025, due to some technical error, there was duplication of penalty on 05 directors, namely, Ms. Surbhi Agarwal, Mr. Varinder Kumar Garg, Mr. Vivek Garg, Mr. Mayank Garg and Mr. Nitin Kaushal and therefore, the same has been corrected while issuing this order.
In view of the above, it is noted that for F.Y. 2020-21, the prescribed amount for CSR expenditure was Rs. 27,19,853/- out of which Rs. 5,19,853/- remained unspent during the period. The amount of Rs. 5,19,853/- was transferred to Bharat Kosh on 26.06.2024. Hence, the company and its officers have delayed in spending the requisite CSR expenditure as per section 135 of the Companies Act, 2013 and thus, the penalty is levied on the company and the officers-in-default as per section 135(7) of the Act for such non-compliance subject to the condition that the same is disclosed in the coming Board Report to maintain the necessary disclosures under Corporate Governance. Further, the submission of the company granting remission in the penalty is not acceded to.
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 | VARINDERA CONSTRUCTION S LIMITED having CIN as U45201DL1987P LC128579 | 1039706 | 0 | 10000000 | |
| 2 | SUSHMA GARG having DIN as 01130678 | 51985.3 | 0 | 200000 | |
| 3 | SURBHI AGARWAL having DIN as 01495531 |
51985.3 | 0 | 200000 | |
| 4 | VARINDER KUMAR GARG having DIN as 01563868 | 51985.3 | 0 | 200000 | |
| 5 | VIVEK GARG having DIN as
02187343 |
51985.3 | 0 | 200000 | |
| 6 | MAYANK GARG having DIN as
02876849 |
51985.3 | 0 | 200000 | |
| 7 | NITIN KAUSHAL having DIN as
08017687 |
51985.3 | 0 | 200000 |
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 Delhi 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.
Gaurav 1,
Registrar of Companies
ROC Delhi II
