The Registrar of Companies, Bangalore, imposed penalties under Section 135(7) of the Companies Act, 2013 for failure to transfer unspent Corporate Social Responsibility (CSR) funds within the prescribed timeline. The company was required to spend ₹9,09,148 on CSR activities for FY 2023–24 but incurred a shortfall of ₹1,67,629, which should have been transferred to a Schedule VII fund by September 30, 2024. Although the company later transferred the amount to the PM CARES Fund on January 21, 2025 and admitted the lapse as inadvertent, the authority held that delayed compliance still constitutes a violation. As the company did not qualify as a small company, reduced penalties were not applicable. Accordingly, penalties were imposed on the company and its officers. The order reinforces strict adherence to CSR obligations and emphasizes timely transfer of unspent amounts.
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/03-2026/BL/01897 Dated: 27/03/2026
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 CHRISTIE DIGITAL SYSTEMS (INDIA) PRIVATE LIMITED [herein after known as Company] bearing CIN U72200KA2010PTC054218, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNITNO.S30 & S31,LOWERGROUNDFLOOR,CREATOR BUILDING CONCOURSEINTERNATIONALTECHNOLOGYPARK,WHI TEFIELDRD NA BANGALORE BANGALORE KARNATAKA INDIA 560066
Individual details:
In the matter relating to MICHAEL LEE PHIPPS ——
In the matter relating to RISHUBH NAYAR ——
In the matter relating to ROBERT JOHN RANUCCI ——
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 – The company has filed a suo-motu application regarding noncompliance of section 135(5) of the Act wherein it was submitted that during the FY – 2023-24, the company was required to spend Rs. 9,09,148 towards CSR activities. However, the actual CSR spending was Rs. 7,41,519, resulting in a shortfall of Rs. 1,67,629 which ought to have been transferred to Fund specified in Schedule VII of the Act within six months of the expiry of the financial year i.e. by 30.09.2024.
The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 135(7) of the Act.
Further, the company is directed to explain as to how the default has been rectified.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu application regarding non- compliance of section 135(5) of the Act wherein it was submitted that during the FY – 2023-24, the company was required to spend Rs. 9,09,148/- towards CSR activities. However, the actual CSR spending was Rs. 7,41,519/-, resulting in a shortfall of Rs. 1,67,629/- which ought to have been transferred to Fund specified in Schedule VII of the Act within six months of the expiry of the financial year i.e. by 30.09.2024.
The company has failed to comply with these provisions rendering the company and its officers in default liable for penalty under section 135(7) of the Act.
Pursuant to the adjudication application filed by the company, show cause notice dated 07.01.2026 was issued to the company and its officers in default through e-Adjudication module and through speed post on 07.01.2026. The Company and its officers in default have submitted reply on 21.01.2026 through module, stating, inter alia, that ? ?the shortfall and the consequent delay in transferring the unspent CSR amount occurred due to delay to an inadvertent oversight in calculation of CSR liability resulting in shortfall of amount of Rs. 1,67,629/- and the unspent CSR amount has been transferred to PM Cares Fund on 21.01.2025.?
The company and its officers in default opted for a hearing in the matter, and an e-hearing notice dated 04.03.2026 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 09.03.2026 which was attended by Mr. Abnish Kumar, practising company secretary and authorized representative of the company and officers in default who made the submissions as per the adjudication application filed. He submitted that the offence has been made good by company as amount transferred to PMCARES Fund with a delay on 21.01.2025.
It is seen from records that the company does not 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 not 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 | CHRISTIE DIGITAL SYSTEMS (INDIA) PRIVATE LIMITED having CIN as U72200KA2010P TC054218 | 335258 | 0 | 10000000 | |
| 2 | MICHAEL LEE PHIPPS having DIN as 08111387 | 16763 | 0 | 200000 | |
| 3 | RISHUBH
NAYAR having DIN as 08581147 |
16763 | 0 | 200000 | |
| 4 | ROBERT JOHN RANUCCI having DIN as 08767562 | 16763 | 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 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
