This incident with Comviva Technologies Limited is a reminder for all corporations to diligently adhere to their CSR commitments to avoid regulatory and reputational risks.

Rusen Kumar - Founder and Managing Editor of India CSR

NEW DELHI (India CSR): In a landmark decision, the Ministry of Corporate Affairs (MCA) has imposed penalties on Comviva Technologies Limited for non-compliance with Section 135 of the Companies Act, 2013, concerning Corporate Social Responsibility (CSR) obligations. MCA continues to demonstrate its commitment to ensuring corporate responsibility and accountability in India.

Comviva Technologies Limited, a subsidiary of Tech Mahindra, is recognized as a leader in the field of mobility solutions. They provide advanced technological services across the globe, catering to a diverse customer base that spans over two billion users on various platforms.

The Core Issue

Comviva Technologies Limited, a company registered under the Companies Act of 1956 and headquartered in Gurgaon, admitted to not fully meeting its CSR obligations for the financial year 2020-21. Despite efforts in various CSR activities, the company fell short by Rs. 5,50,122 in its mandated CSR expenditure.

Penalties

The company itself was penalized Rs. 11,00,244, calculated as twice the unspent CSR amount of Rs. 5,50,122. This penalty underscored the financial repercussions of failing to meet CSR obligations. Furthermore, individual penalties were imposed on key members of the leadership team, including CEO Manoranjan Mohapatra, CFO Neeraj Jain, Company Secretary Paraninder Singh Bakshi, and Directors Rajat Mukherjee, Vivek Satish Agarwal, Jagdish Mitra, Sunita Umesh, Manishkumar, and Murlimanohar Vyas. Each of these officers was fined Rs. 55,012.20, equating to one-tenth of the unspent CSR amount. These penalties highlight the importance of personal accountability in corporate governance and the serious consequences of non-compliance with statutory CSR requirements.

here is a table summarizing the fines imposed on the directors of Comviva Technologies Limited for non-compliance with CSR obligations:

Director’s Name	Position in Company	Penalty Imposed
Manoranjan Mohapatra	CEO	Rs. 55,012.20
Neeraj Jain	CFO	Rs. 55,012.20
Paraninder Singh Bakshi	Company Secretary	Rs. 55,012.20
Rajat Mukherjee	Director	Rs. 55,012.20
Vivek Satish Agarwal	Director	Rs. 55,012.20
Jagdish Mitra	Director	Rs. 55,012.20
Sunita Umesh	Director	Rs. 55,012.20
[Other Directors]	Director	Rs. 55,012.20 each

Note: The penalty for each director is calculated as one-tenth of the unspent CSR amount, which in this case is Rs. 5,50,122. Therefore, each director is penalized Rs. 55,012.20. The table assumes similar fines for other unnamed directors involved in the case.

***

Penalties Imposed to CEO, CFO and Directors

The leadership of Comviva Technologies, including CEO Manoranjan Mohapatra, CFO Neeraj Jain, and several Directors, faced scrutiny following the company’s admission of partial non-compliance with its CSR obligations for the financial year 2020-21.

Background and Appointment of Adjudicating Officer

The Ministry, through its Gazette Notification No. A-42011/112/2014-Ad 11 dated March 24, 2015, appointed an Adjudicating Officer under section 454(1) of the Act. This move was in line with the Companies (Adjudication of Penalties) Rules, 2014, for adjudging penalties under the Act.

***

Case Overview: Comviva Technologies Limited

Comviva Technologies, registered under the Companies Act, 1956, and based in Gurgaon, faced scrutiny after admitting to partial non-compliance with Section 135(5) of the Companies Act, 2013. The issue revolved around the company’s inability to fully meet its CSR spending obligations for the financial year 2020-21. Despite allocating funds across various CSR activities, Comviva Technologies failed to spend Rs. 5,50,122, which was required to be transferred to a specified fund within six months after the financial year-end.

Detailed Case Facts

The company’s inadvertent error led to the unspent amount being returned to its account. Although the amount was eventually transferred to the Prime Minister’s National Relief Fund, the delay attracted the attention of the authorities.

Legal Framework

Section 135 of the Companies Act mandates companies to spend a specified percentage of their profits on CSR activities. The Act also prescribes penalties for non-compliance, including fines for both the company and its officers.

Adjudication and Penalty Imposition

After considering the company’s response to the Show Cause Notice, the Adjudicating Officer levied penalties on Comviva Technologies Limited and its officers for violating Section 135(5) of the Act. The penalties amounted to twice the unspent CSR amount, with individual officers facing fines calculated as a fraction of the unspent amount.

Company’s Obligations Post-Order

The order directed the company and its directors to pay the specified penalty amounts and rectify the default immediately. Payments were to be made through the Ministry’s online portal, and proof of payment was required to be submitted.

Right to Appeal

The company and its officers have the right to appeal against this order within 60 days, as stated in the order.

Implications

This case highlights the strict enforcement of CSR regulations under the Companies Act. It serves as a reminder to all corporations of the importance of adhering to CSR obligations and the consequences of non-compliance.

Five Key CSR Compliance Lessons from Comviva Technologies’ Penalty Case

Understanding Corporate Social Responsibility: A Must for Every Company

In a recent turn of events, Comviva Technologies Limited faced hefty penalties for failing to comply with Corporate Social Responsibility (CSR) obligations under the Companies Act, 2013. This case serves as a crucial lesson for corporations on the importance of adhering to CSR norms.

1. Mandatory CSR Spending

The 2% Rule and Its Implications

The Companies Act, 2013, mandates specific companies to allocate at least 2% of their average net profits from the last three financial years towards CSR activities. This law highlights the corporate sector’s role in addressing societal issues. The Comviva case underscores the serious consequences of non-compliance, which can lead to legal repercussions.

2. Penalties for Non-Compliance

A Costly Oversight

Failure to meet CSR obligations can result in substantial penalties for the company. In the case of Comviva Technologies, fines were imposed not just on the company but also on its individual officers, illustrating the high cost of non-compliance.

3. Personal Liability of Directors and Officers

Accountability at the Top

A key takeaway from this incident is the personal accountability of corporate officers and directors. The penalization of Comviva’s CEO, CFO, and Directors for non-compliance signifies a shift towards individual responsibility in corporate governance. This aspect highlights the need for leaders to be thoroughly engaged in ensuring CSR compliance.

4. Reporting and Transparency

The Importance of Disclosure

Companies are required to disclose their CSR activities and spending in their annual reports. Transparency in reporting, including the reasons for any non-compliance, is crucial. This requirement ensures that stakeholders are aware of the company’s CSR engagements and any deviations from the set obligations.

5. Timeliness and Accuracy in Compliance

Avoiding the Pitfalls of Delays and Errors

Timeliness and accuracy in fulfilling CSR obligations are essential. The penalty on Comviva Technologies was partly due to delays and errors in transferring the unspent CSR funds. Companies must, therefore, establish effective compliance mechanisms to avoid similar pitfalls.

(India CSR)

About the Author

Rusen Kumar is the Founder and Managing Editor of India CSR, a pioneering and largest knowledge dissemination platform focused on the domain of Corporate Sustainability and responsibility (CSR).