The Registrar of Companies, Bangalore, issued an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 135(7) relating to CSR spending. The company had a CSR obligation of ₹8,25,855.85 for FY 2022–23, of which ₹3,63,476 was spent, while ₹4,62,379.85 was transferred to the Unspent CSR Account for an ongoing project. However, the Board failed to identify any ongoing project before 31.03.2023 and later spent the entire unspent amount in FY 2023–24 on activities categorized as “other than ongoing projects.” The amount should have either been spent in FY 2022–23 or transferred to a Schedule VII fund within six months, which was not done. After issuing notices and conducting an e-hearing, the ROC concluded that the company and its officers violated Section 135(5) and imposed penalties: ₹9,24,760 on the company and ₹46,238 each on four officers. The order directs rectification, penalty payment within 90 days, and outlines the appeal mechanism.
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/11-2025/BL/00914 Dated: 22/11/2025
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 NIVEUS SOLUTIONS PRIVATE LIMITED [herein after known as Company] bearing CIN U72900KA2013PTC068576, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at DOOR NO.4-5-14A(9) & 4-5-14A(10),3RD FLOOR AMRUTH ARCADE, GOVINDA KALYANA MANTAPA ROAD KIN DOOR NO.4-5-14A(9) & 4-5-14A(10),3RD FLOOR AMRUTH ARCADE, GOVINDA KALYANA MANTAPA ROAD KIN NA UDUPI UDUPI KARNATAKA INDIA 576101
Individual details:
In the matter relating to ROSHAN BAVA
In the matter relating to MOHSIN MAIDIN KHAN
In the matter relating to RASHMI GEORGE
In the matter relating to SUYOG JAYARAM SHETTY
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 on 17.12.2024 regarding non- compliance of section 135 of the Act wherein it was submitted that the company had CSR obligation for the FY-2022-23 was Rs. 8,25,855.85. Out of which Rs. 3,63,476 amount was spent on during the FY- 2022-23 as other than on going project and remaining amount of Rs. 4,62,379.85 amount decided to be spent towards on going project. Accordingly, the company opened and transferred the upsent CSR amount to Unspent CSR Account maintained at Bank and same has been reported in Board Report for the FY-2022-23.
However, the Board of Directors did not identify any on going project before the end of the financial year i.e. 31.03.2023 and during the FY ? 2023-24 spent the entire amount of Rs. 4,62,379.85 from its ?Unspent CSR Account? towards ?Other than On Going Project? instead of spending the amount towards ?On Going Project?. It is seen that the amount of Rs. 4,62,379.85 tantamount to CSR expenditure for other than on going project and with same ought have been either spend in 2022-23 or transferred to fund specified in Schedule ? VII within 6 months of the expiry of the FY, which company has failed to do. Thus, the company and officer in default have violated the provisions of section 135(5) of the Act.
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 of the Act wherein it was submitted that the company had CSR obligation of Rs. 8,25,855.85 for the FY-2022-23. Out of this, Rs. 3,63,476 amount was spent on during the FY- 2022-23 as other than on going project and remaining amount of Rs. 4,62,379.85 was decided to be spent towards an on going project. Accordingly, the company opened and transferred the upsent CSR amount to Unspent CSR Account and the same has been reported in Board Report for the FY-2022-23.
However, the Board of Directors did not identify any ongoing project before the end of the financial year i.e. 31.03.2023 and during the FY 2023-24 spent the entire amount of Rs. 4,62,379.85 from its ?Unspent CSR Account? towards ?Other than On Going Project? instead of spending the amount towards an ?Ongoing Project?. It is seen that the amount of Rs.
4,62,379.85 tantamounted to CSR expenditure for other than on going project and with same ought to have been either spent in 2022-23 or transferred to fund specified in Schedule VII within 6 months of the expiry of the financial year, which company has failed to do. Thus, the company and officer in default have violated the provisions of section 135(5) of the Act and are liable for penalty for the shortfall in the CSR expenditure of Rs. 4,62,379.85 for the FY 2022-23.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was issued to the company and its officers in default through e-Adjudication module and through speed post on 20.02.2025. The company and its officers in default opted for a hearing in the matter, and an e-hearing notice dated 12.08.2025 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 20.08.2025 which was attended by Mr. Narasimha Nayak, practising company secretary and authorized representative of the company and officers in default who made the submissions as per the adjudication application filed.
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 | NIVEUS SOLUTIONS PRIVATE LIMITED having CIN as U72900KA2013P TC068576 | 924760 | 0 | 10000000 | |
| 2 | ROSHAN BAVA having DIN as
06510239 |
46238 | 0 | 200000 | |
| 3 | MOHSIN MAIDIN KHAN having DIN as 06510255 | 46238 | 0 | 200000 | |
| 4 | RASHMI
GEORGE having DIN as 07858419 |
46238 | 0 | 200000 | |
| 5 | SUYOG JAYARAM SHETTY having DIN as 08260201 | 46238 | 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.
4. 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].
5. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Avais Patwegar,
Registrar of Companies
ROC Bangalore
