In , the Registrar of Companies, Haryana passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 135(7) relating to delayed transfer of unspent Corporate Social Responsibility (CSR) amount. The matter arose from a suo motu application filed by the company in Form GNL-1 concerning default under Sections 135(6) and 135(7). The company, which was covered under CSR applicability provisions for FY 2022-23, failed to transfer unspent CSR amount of Rs.18,63,122/- to the specified Schedule VII Fund within the prescribed period ending on 30.09.2023, and the amount was ultimately transferred on 14.08.2024. During hearing, the authorised representative accepted the violation and penalty except in the case of one non-executive director, contending that he had not attended board meetings concerning the default. Accepting this submission and relying on MCA Circular No. 01/2020, the ROC imposed no penalty on the non-executive director while levying penalty of Rs.37,26,244 on the company and Rs.1,86,312 each on four other directors/officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Haryana
3rd Floor, Corporate Bhawan, Plot No.4-B, Sector 27-B, Chandigarh, Haryana, India, 160019
Phone: 011-26235703
E-mail: roc.haryana@mca.gov.in
Order ID: PO/ADJ/05-2026/HR/02117 | Dated: 20/05/2026
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 ACUITY KNOWLEDGE CENTRE (INDIA) PRIVATE LIMITED [herein after known as Company] bearing CIN U73100HR2004PTC125365, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 267, UDYOG VIHAR PHASE II PALAM ROAD PALAM ROAD GURGAON HARYANA INDIA 122015
Individual details:
In the matter relating to ANUPAM TYAGI _____________
In the matter relating to AVADHESH KUMAR DIXIT ___________
In the matter relating to PAUL JOSEPH ALAPAT _______________
In the matter relating to RAJUL SURABHI VOHRA _____________
In the matter relating to ANISH AILAWADI ______________
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 – This office is in receipt of Suo moto application in Form GNL-1 vide SRN [N27155407] from the company for adjudication of penalties for default under section 135(6) r/w section 135(7) of the Companies Act, 2013.
It has been observed from the records and examination of documents filed by the company that, in accordance with the provisions of Section 135(6) of the Companies Act, 2013, M/s [Acuity Knowledge Centre (India) Private Limited] (hereinafter referred to as ?the company?) was required to undertake Corporate Social Responsibility (CSR) activities during the financial year 2022?23, being covered under the CSR applicability criteria.
Further, the company has not transferred the unspent CSR amount specified in Schedule VII to the Act within a period of six months from the expiry of the financial year, as required under the second proviso to Section 135(5) of the Companies Act, 2013.
It has been observed that the company failed to transfer the unspent CSR amount of Rs. 18,63,122/- for the financial year 2022?23 to the Fund specified in Schedule VII within the stipulated period i.e., on or before 30 September 2023, and the said amount was transferred only on 14.08.2024.
Accordingly, the company and its officers-in-default appear to have violated the provisions of Section 135(6) of the Companies Act, 2013, thereby attracting penal provisions under Section 135(7) of the Act.
You are, therefore, hereby called upon to show cause within 15 days from the date of issue of this notice as to why adjudication proceedings should not be initiated against the company and its officers-in-default under the provisions of Section 135(7) of the Companies Act, 2013
Further, the company is directed to furnish the following certified documents along with reply:
i. Copy of Board Resolution approving CSR spending and authorizing transfer.
ii. Copy of CSR Committee Report / CSR policy for FY 2022-23.
iii. Copy of proof of unspent CSR transfer made (bank statement, transfer proof and receipts).
iv. Copy of calculation sheet of average net profit for the three immediately preceding financial years as per Section 198 of the Companies Act, 2013.
v. Copy of CSR expenditure statement showing the amount required to be spent and amount spent for FY 2022-23.
2. Representative of the applicants has requested for e-hearing. Accordingly, hearing in the matter was held on 21.04.2026.
E. Order:
1. This office is in receipt of Suo moto application in Form GNL-1 vide SRN [N27155407] from the company for adjudication of penalties for default under section 135(6) r/w section 135(7) of the Companies Act, 2013.
It has been observed from the records and examination of documents filed by the company that, in accordance with the provisions of Section 135(6) of the Companies Act, 2013, M/s [Acuity Knowledge Centre (India) Private Limited] (hereinafter referred to as ‘the company, was required to undertake Corporate Social Responsibility (CSR) activities during the financial year 2022-23, being covered under the CSR applicability criteria.
Further, the company has not transferred the unspent CSR amount specified in Schedule VII to the Act within a period of six months from the expiry of the financial year, as required under the second proviso to Section 135(5) of the Companies Act, 2013.
It has been observed that the company failed to transfer the unspent CSR amount of Rs. 18,63,122/- for the financial year 2022-23 to the Fund specified in Schedule VII within the stipulated period i.e., on or before 30 September 2023, and the said amount was transferred only on 14.08.2024.
Accordingly, the company and its officers-in-default have violated the provisions of Section 135(6) of the Companies Act, 2013, thereby attracting penal provisions under Section 135(7) of the Act.
Hearing in the matter was held on 21.04.2026 which was attended by CA Lalitha Bisale of M/s PK Narendra and Co. as authorised representative of the Company. She has accepted the violation and the penalty mentioned in the SCN, except for one director Mr. Anupam Tyagi. She drew attention to General Circular No. 01/2020 dated 2nd March, 2020 issued by MCA regarding clarification on prosecution and internal adjudication proceedings initiated against non-executive directors and stated that Mr. Anupam Tyagi was a non-executive director at the time of default and he has not attended any Board meeting in which the matter pertaining to the default was discussed. She has also furnished the copy of Minutes of the Board Meetings held during his tenure and has also furnished an affidavit of Mr. Anupam Tyagi in this regard. Hence no penalty is imposed on Mr. Anupam Tyagi.
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 | ACUITY KNOWLEDGE CENTRE (INDIA) PRIVATE LIMITED having CIN as U73100HR2004P TC125365 | Rectified | 3726244 | 0 | 10000000 |
| 2 | ANUPAM TYAGI having DIN as 03033449 | NA | 0 | 0 | 200000 |
| 3 | AVAD H ES H KUMAR DIXIT having DIN as 09211151 | Rectified | 186312 | 0 | 200000 |
| 4 | PAUL JOSEPH ALAPAT having DIN as 00433185 | Rectified | 186312 | 0 | 200000 |
| 5 | RAJUL SURABHI VOHRA having DIN as 09209801 | Rectified | 186312 | 0 | 200000 |
| 6 | ANISH AILAWADI having DIN as 03623717 | Rectified | 186312 | 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 Chandigarh 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.
Sanjaya verma,
Registrar of Companies
ROC Haryana
