ROC-Hyderabad Adjudication Order u/s 135(5) for Toyota Tsusho Systems India Pvt Ltd: Sec. 454 Violation

ROC-Hyderabad Adjudication Order u/s 135(5) for Toyota Tsusho Systems India Pvt Ltd: Sec. 454 Violation. In this article, we will take you through the mandatory provisions under Section 135 of the Companies Act, 2013. Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year] shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director. 
Any amount remaining unspent under sub-section (5), pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.  
Failure to comply with these requirements may result in penalties for both the company and the officers in default, as specified under Companies Act, 2013. Therefore, it is essential to adhere to these provisions to avoid any legal consequences. 
Applicable Provisions:- 
As per section 135(1) of the Act, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.  
As per section 135(5) of the Act, the board of every company referred to in sub-section (1) shall ensure that the company spends, in every financial year. at least two per cent of the average net profits of the company made during the three immediately preceding financial year. or where the company has not completed the period of three financial years since its incorporation, during such immediately, preceding financial years, in pursuance of its Corporate Social Responsibility Policy.  
As per section 135(6) of the Act any amount remaining unspent under sub-section (5), pursuant to any ongoing project fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of tis Corporate Social Responsibility Policy, shall be transferred by the company with a period of 30 days from the end of financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.  
As per section 135(7) 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 the 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. 
Facts of the case: 
The Registrar of Companies, Karnataka, issued an order of adjudication of penalty against Toyota Tsusho Systems India Private Limited for breaching Section 135 of the Companies Act, 2013. The company failed to meet the Corporate Social Responsibility (CSR) expenditure requirements within the stipulated timelines.  
Under Section 135(1), companies with a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more, or a net profit of Rs.5 crore or more during the previous financial year are mandated to establish a CSR Committee. Section 135(5) requires these companies to allocate at least 2% of their average net profits from the preceding three financial years for CSR activities. If the company fails to utilize this amount—unless it is for an ongoing project as specified in Section 135(6)—it must transfer the unspent funds to a designated fund listed in Schedule VII within six months after the financial year ends. 
Toyota Tsusho Systems India Private Limited's non-compliance led to a penalty of Rs.24,46,116, which has been imposed on both the company and its directors/key managerial personnel, requiring payment within 90 days. According to Section 135(7), failure to adhere to these provisions can result in penalties amounting to either twice the required transfer amount or Rs.1 crore, while company officers in default face penalties up to Rs.2 lakh or one-tenth of the required transfer amount, whichever is lesser. 
The decision took into account the company’s commitment to CSR, the absence of malafide intentions, and the lack of prejudice to stakeholders’ interests. 
Penalty Imposed by Registrar of Companies on Company and Officers in Default 
Taking into consideration the facts of the appeal and submissions made by the authorized representative, the penalty imposed by Registrar of Companies is reduced .

Violation of section

Penalty imposed on company/ directors

Penalty imposed by ROC

Revised Penalty imposed by RD

Sec. 135 of the Companies Act, 2013

Company

22,23,742

4,00,000

Director

1,11,187

50,000

Company Secretary

1,11,187

50,000

Total

24,46,116

5,00,000

Reduction in penalty 
The ground stated for the reduction of penalty are as follows:

Due to the outbreak of Covid-19

Exemption to Startup/ Small Company/OPC under section 446B: 
As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.  
In this case, Section 446B does not apply, as the company does not meet the criteria. 
Conclusion 
In conclusion, The case of Toyota Tsusho Systems India Pvt. Ltd. shows how tricky it can be for companies to follow CSR rules and meet their legal responsibilities. The Ministry of Corporate Affairs stepped in to lower the penalty, which highlights a fair approach to regulation, taking into account various circumstances. This decision stresses the need for understanding the context and being lenient when imposing penalties, helping to create a better environment for good corporate governance and social responsibility. 
Download MCA adjudication order:

In this article, we will take you through the mandatory provisions under Section 135 of the Companies Act, 2013. Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year] shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

Any amount remaining unspent under sub-section (5), pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

Failure to comply with these requirements may result in penalties for both the company and the officers in default, as specified under Companies Act, 2013. Therefore, it is essential to adhere to these provisions to avoid any legal consequences.

Applicable Provisions:-

As per section 135(1) of the Act, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

As per section 135(5) of the Act, the board of every company referred to in sub-section (1) shall ensure that the company spends, in every financial year. at least two per cent of the average net profits of the company made during the three immediately preceding financial year. or where the company has not completed the period of three financial years since its incorporation, during such immediately, preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

As per section 135(6) of the Act any amount remaining unspent under sub-section (5), pursuant to any ongoing project fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of tis Corporate Social Responsibility Policy, shall be transferred by the company with a period of 30 days from the end of financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

As per section 135(7) 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 the 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.

Facts of the case:

The Registrar of Companies, Karnataka, issued an order of adjudication of penalty against Toyota Tsusho Systems India Private Limited for breaching Section 135 of the Companies Act, 2013. The company failed to meet the Corporate Social Responsibility (CSR) expenditure requirements within the stipulated timelines.

Under Section 135(1), companies with a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more, or a net profit of Rs.5 crore or more during the previous financial year are mandated to establish a CSR Committee. Section 135(5) requires these companies to allocate at least 2% of their average net profits from the preceding three financial years for CSR activities. If the company fails to utilize this amount—unless it is for an ongoing project as specified in Section 135(6)—it must transfer the unspent funds to a designated fund listed in Schedule VII within six months after the financial year ends.

Toyota Tsusho Systems India Private Limited's non-compliance led to a penalty of Rs.24,46,116, which has been imposed on both the company and its directors/key managerial personnel, requiring payment within 90 days. According to Section 135(7), failure to adhere to these provisions can result in penalties amounting to either twice the required transfer amount or Rs.1 crore, while company officers in default face penalties up to Rs.2 lakh or one-tenth of the required transfer amount, whichever is lesser.

The decision took into account the company’s commitment to CSR, the absence of malafide intentions, and the lack of prejudice to stakeholders’ interests.

Penalty Imposed by Registrar of Companies on Company and Officers in Default

Taking into consideration the facts of the appeal and submissions made by the authorized representative, the penalty imposed by Registrar of Companies is reduced .

Violation of section	Penalty imposed on company/ directors	Penalty imposed by ROC	Revised Penalty imposed by RD
Sec. 135 of the Companies Act, 2013	Company	22,23,742	4,00,000
	Director	1,11,187	50,000
	Company Secretary	1,11,187	50,000
	Total	24,46,116	5,00,000

Reduction in penalty

The ground stated for the reduction of penalty are as follows:

Due to the outbreak of Covid-19

Exemption to Startup/ Small Company/OPC under section 446B:

As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.

In this case, Section 446B does not apply, as the company does not meet the criteria.

Conclusion

In conclusion, The case of Toyota Tsusho Systems India Pvt. Ltd. shows how tricky it can be for companies to follow CSR rules and meet their legal responsibilities. The Ministry of Corporate Affairs stepped in to lower the penalty, which highlights a fair approach to regulation, taking into account various circumstances. This decision stresses the need for understanding the context and being lenient when imposing penalties, helping to create a better environment for good corporate governance and social responsibility.