1.

8(11)

Default in complying with provisions of S. 8 (Non-profit distributing co)

Fine: NOT < ₹ 10 lakhs, may extend to ₹ 1 crore

Director & every OID

Imprisonment: may extend to

3 years, or

Fine: not < ₹ 0.25 lakhs which may extend to ₹ 25 lakhs, or

Both – imprisonment + fine

Proved that affairs were conducted fraudulently

Every OID

Action u/s 447

2.

10A(2)

Default in filing declaration for payment of subscription to MoA and verification of Regd Office by a Co incorporated on or after 2-Nov-2018

Penalty: ₹ 50 K

OID

Penalty: ₹ 1 K per day, Not > ₹ 1 lakh

3.

12(8)

Default in complying with provisions of S. 12 (regd office)

Co & every OID⟶Penalty: ₹ 1 K per day, NOT > ₹ 1 lakh

4.

15(2)

Default in noting every alteration in MoA, AoA

Co & every OID⟶Penalty: ₹ 1K per copy

5.

42(9)

Default in filing Return of allotment i.r.o. issue of shares on private placement basis

Co, its promoters & directors⟶Penalty (for each default): ₹ 1 K per day of default, NOT > ₹ 25 lakh

6.

42(10)

Making an offer/accepting money in contravention of S. 42

Co, its promoters & directors⟶Penalty: may extend to the amount raised through Pvt placement OR ₹ 2 crores, whichever is lower

Co to refund all monies with interest specified u/s 42(6) within 30 days of the penalty order

7.

46(5)

Issue of DUPLICATE Sh Cert with an intent to defraud

Fine: not < 5 (may extend to 10) * face value of the shares involved in the issue of the duplicate certificate or ₹ 10 crores whichever is higher

Every OID

liable for action u/s 447

8.

56(6)

Default in transfer/transmission of securities, delivery of certificates of all securities

Fine: not < ₹ 25 K which may extend to ₹ 5 lakh

Every OID

Fine: NOT < ₹ 10K which may extend to ₹ 1 lakh

9.

57

Personation of a SH

-

Person deceitfully personating

Imprisonment: not < 1 year which may extend to 3 years, AND

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakh

10.

60(2)

Default in mentioning subscribed + paid-up capital where Authorised share capital is mentioned on any document

Penalty: ₹ 10K per default

Every OID

Penalty: ₹ 5K per default

11.

64(2)

Default in filing notice (eForm) with the ROC for alteration of (authorised) share capital

Co & Every OID ⟶Penalty: ₹ 1 K per day of default or ₹ 5 lakh whichever is less

12.

67(5)

Giving financial assistance for purchase of own shares/shares of holding co

Fine: not < ₹ 1 lakh which may extend to
₹ 25 lakh

Every OID

Imprisonment: which may extend to 3 years, AND

Fine: not < ₹ 1 lakh which may extend to ₹ 25 lakh

13.

68(11)

Default in compliance with buy-back provisions of Co Law/SEBI regulations

Fine: not < ₹ 1 lakh which may extend to
₹ 3 lakh

Every OID

Imprisonment: may extend to 3 years, or

Fine: not < ₹ 1 lakh which may extend to ₹ 3 lakh, or

Both – imprisonment + fine

14.

74(3)

Failure to repay existing deposits + interest thereon on due date/within 3 years of commencement of Co Act 2013 whichever is earlier OR extension granted by NCLT

Fine: not < ₹ 1 crore which may extend to

₹ 10 crores

Co to also repay deposit and interest due

Every OID

Imprisonment: may extend to 7 years, or

Fine: not < ₹ 25 lakh which may extend to ₹ 2 crores, or

Both – imprisonment + fine

15.

76A

Invitation/acceptance of deposit in contravention of S. 73 [from members] or S. 76 [from public] OR

Failure to repay the deposit or part thereof or pay interest due thereon within the specified time

Fine: not < ₹ 1 crore or 2 * (amount of deposit accepted) whichever is lower, but which may extend to ₹ 10 crores

Co to also repay deposit and interest due thereon

Every OID

Imprisonment: may extend to 7 years, AND

Fine: not < ₹ 25 lakh which may extend to ₹ 2 crores

16.

86(1) and (2)

Contravention of Chapter VI - Registration of Charge

Fine: not < ₹ 1 lakh which may extend to
₹ 10 lakh

OID

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 25K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

Any person wilfully furnishes any false or incorrect information or knowingly suppresses any material information, required to be registered as per S. 77⟶liable for action u/s 447

17.

88(5)

Failure to maintain/maintain as per S. 88(1) & (2) of RoM, RoDH, Ro Other security-holders

Co & Every OID⟶Fine: NOT < ₹ 50 K, but may extend to ₹ 3 lakh

In case of continuing failure, further Fine: may extend to ₹ 1 K per day after the 1^st day

18.

89(5)

Failure to make declaration about beneficial ownership without any reasonable cause

Registered holder/Beneficial owner

Fine: may extend to ₹ 50 K

In case of continuing failure, further

Fine: ₹ 1 K per day after the 1^st day

19.

89(7)

Failure by Co to file beneficial interest return with ROC

Co & Every OID⟶Fine: NOT < ₹ 500, but may extend to ₹ 1 K

In case of continuing failure, further Fine: may extend to ₹ 1 K per day of failure after the 1^st day

20.

90(10)

Failure by SBO to make declaration

Such SBO

Imprisonment: may extend to 1 year, or

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakhs, or

Both – imprisonment + fine

In case of continuing failure, further

Fine: may extend to ₹ 1 K per day of failure after the 1^st day

21.

90(11)

Failure by Co to maintain SBO register u/s 90(2)/file SBO return u/s 90(4)/denies inspection

Co & Every OID⟶Fine: NOT < ₹ 10 lakh, but may extend to ₹ 50 lakh

In case of continuing failure, further Fine: may extend to ₹ 1 K per day of failure after the 1^st day

22.

92(5)

Failure to file AR within 60 days of AGM

Co & Every OID⟶Penalty: ₹ 50 K

In case of continuing failure, further Penalty: ₹ 100 per day of failure subject to maximum ₹ 5 lakh

23.

99

Default in holding AGM/AGM or GM as directed by NCLT u/s 96 to 98

Co & Every OID ⟶Fine: may extend to ₹ 1 lakh

In case of continuing failure, further Fine: may extend to ₹ 5K per day of default

24.

102(5)

Default in disclosures incl. nature of interest on special business by director, manager, KMP, their relatives

Promoter, director, manager, KMP in default

Penalty: ₹ 50K, or

5 * (the benefit accrued to director, manager, KMP, their relatives),

Whichever is higher

25.

105(3)

Default in mentioning right to appoint proxy in GM notice in reasonable prominence

OID

Penalty: ₹ 5K

26.

105(5)

Issue of invitation to appoint proxy at Co’s expenses

Every Officer of the co knowingly/wilfully permitting/authorising such invitation

Fine: may extend to ₹ 1 lakh

27.

111(5)

Default in circulating resolution to members

Co & Every OID ⟶ Penalty: ₹ 25 K

28.

117(2)

Failure to file resolution/agreement within prescribed time (30 days)

Penalty: ₹ 1 lakh

In case of continuing failure, further Penalty: ₹ 500 per day of failure after the 1^st day, subject to maximum ₹ 25 lakh

Every OID incl. liquidator, if any

Penalty: ₹ 50 K

In case of continuing failure, further Penalty: ₹ 500 per day of failure after the 1^st day, subject to maximum ₹ 5 lakh

29.

118(11)

Default in compliance with provisions of S. 118 re: minutes

Penalty: ₹ 25K

Every OID

Penalty: ₹ 5K

30.

118(12)

Tampering with minutes

Person found guilty

Imprisonment: may extend to 2 years, AND

Fine: Not < ₹ 25K which may extend to ₹ 1 lakh

31.

119(2)

Refusal of inspection of GM minutes book to any member/copy not furnished to the member on request with payment of prescribed fees

Penalty: ₹ 25K

Every OID

Penalty: ₹ 5K for each refusal/default

32.

121(3)

Non-filing of AGM report with the RoC within given timeline

Penalty: ₹ 1 lakh

In case of continuing failure, further Penalty: ₹ 500 per day of failure after the 1^st day, subject to maximum ₹ 5 lakh

Every OID

Penalty: ₹ 25 K

In case of continuing failure, further Penalty: ₹ 500 per day of failure after the 1^st day, subject to maximum ₹ 1 lakh

33.

124(7)

Failure to comply with S. 124 i.e. Transfer to Unpaid Dividend a/c; Statement to be placed on websites; payment of interest @12% in case of default; Transfer of unpaid dividend to IEPF; Transfer of shares to IEPF

Fine: not < ₹ 5 lakh which may extend to
₹ 25 lakh

Every OID

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakh

34.

127

Failure to distribute dividends i.e. dividend declared but not paid

Pay simple interest @ 18% p.a. during the period of default

Every Director of the Co knowingly a party to the default

Imprisonment: may extend to 2 years, AND

Fine: Not < ₹ 1 K per day of default which may extend to ₹ 1 lakh

35.

128(6)

Contravention of maintenance/inspection of books of account

MD/WTD in-charge of finance/CFO/other person charged by BoD with compliance

Imprisonment: may extend to 1 year, or

Fine: Not < ₹ 50K which may extend to ₹ 5lakh or

Both – imprisonment + fine

36.

129(7)

Compliance with provisions re: preparation, audit, adoption of Financial Statement

MD/WTD in-charge of finance/CFO/other person charged by BoD with compliance; If not, ALL Directors

Imprisonment: may extend to 1 year, or

Fine: Not < ₹ 50K which may extend to ₹ 5 lakh or

Both – imprisonment + fine

37.

134(8)

Contravention of provisions of S.134 re: FS n BoD’s report

Fine: not < ₹ 50K which may extend to ₹ 25 lakh

Every OID

Imprisonment: may extend to 3 years, or

Fine: not < ₹ 50K which may extend to ₹ 5 lakh, or

Both – imprisonment + fine

38.

³²135(7)

Contravention of provisions of S.135(5) or (6) re: Spending CSR/transfer to special Account or Fund specified in Sch VII

Fine: not < ₹ 50 K which may extend to ₹ 25 lakh

Every OID

Imprisonment: may extend to 3 years, or

Fine: not < ₹ 50K which may extend to ₹ 5 lakh, or

Both – imprisonment + fine

39.

136(3)

Default in providing (i) copies of audited FS & other documents annexed to it & (ii) inspection of those docs during business hours to members, DT

Penalty: ₹ 25 K

Every OID

Penalty: ₹ 5 K

40.

137(3)

Failure of a co to file the copy of FS with RoC within prescribed time limit whether AGM is held or not

Penalty: ₹ 1 K per day of failure, subject to not >
₹ 10 lakh

³³Refer the Footnote below

Penalty: ₹ 1 lakh,

In case of continuing failure, further Penalty: ₹ 100 per day of failure after the 1st day, subject to maximum ₹ 5 lakh

41.

140(3)

Non-compliance with filing of a statement in the prescribed form indicating the reasons & other facts as may be relevant with regard to his resignation by an auditor with Co + RoC + CAG (where applicable)

Resigning auditor

Penalty: ₹ 50K or Auditor’s remuneration, whichever is less

In case of continuing failure, further Penalty: ₹ 500 per day of failure after the 1st day of failure, subject to maximum ₹ 5 lakh

42.

143(15)

Failure to report an offence of fraud which he/she came across during the course of audit

Auditor/cost auditor/secretarial auditor

Fine: not < ₹ 1 lakh which may extend to ₹ 25 lakh

43.

147(1), 148(8)(a)

Contravention of provisions re: auditors S. 139 to S. 146/S. 148

Fine: not < ₹ 25K which may extend to ₹ 5 lakh

Every OID

Imprisonment: may extend to 1 year, or

Fine: not < ₹ 10K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

44.

147(2), 148(8)(b)

Contravention of provisions of S. 139, S. 143 to 145/S. 148

Auditor/Cost Auditor

Fine: Not < ₹ 25 K which may extend to ₹ 5 lakh or 4 * Auditor’s remuneration whichever is less

Willful contravention with the intention to deceive the Co, SH, creditors, tax authorities

Auditor/Cost Auditor

Imprisonment: which may extend to 1 year, AND

Fine: Not < ₹ 50 K which may extend to ₹ 25 lakh or 8 * Auditor’s remuneration whichever is less

- refund the remuneration received by him to the Co AND

- pay for damages to the Co, statutory bodies/authorities, members, creditors for loss arising out of incorrect or misleading statements of particulars made in his audit report

45.

157(2)

Failure by Co to furnish DIN within 15 days to RoC, other specified authority

Penalty: not < ₹ 25K

In case of continuing failure, further Penalty: ₹ 100 per day of failure after the 1st day, subject to maximum ₹ 1 lakh

Every OID

Penalty: not < ₹ 25K

In case of continuing failure, further Penalty: ₹ 100 per day of failure after the 1st day, subject to maximum ₹ 1 lakh

46.

159

Contravention of S. 152 (Appt of directors), S. 155 (person having a DIN applying for/obtaining/possessing another DIN) & S. 156 (Director to intimate DIN to all co(ies) in which he is a director)

Individual/Director

Penalty: may extend to ₹ 50K,

In case of continuing contravention, further Penalty: may extend to ₹ 500 per day after 1st day of default

47.

165(6)

Person accepting appointment as a director in contravention of S. 165(1) i.e. Max. 20 Cos out of which max. 10 public Cos

Such person/director

Penalty: not < ₹ 5K per day of contravention after the first

48.

166(7)

Contravention of provisions of S. 166 re: Duties of Director

Director

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakhs

49.

167(2)

Person acting as a director knowing that his office as director has become vacant as specified in S. 167(1)

Person

Imprisonment: may extend to 1 year, or

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakh, or

Both – imprisonment + fine

50.

172

Contravention of Chapter XI (S. 149 to S. 171) for which no specific penalty provided

Co & Every OID⟶Fine: not < ₹ 50 K, which may extend to ₹ 5 lakh

51.

173(4)

Failure to give BM notice

Every Officer of the Co having duty to give BM notice

Penalty: ₹ 25K

52.

178(8)

Non-compliance with S.177 (Audit committee & vigil mechanism) & S. 178 (NRC & SRC)

Fine: not < ₹ 1 lakh which may extend to
₹ 5 lakh

Every OID

Imprisonment: may extend to 1 year, or

Fine: not < ₹ 25K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

53.

184(4)

Director not disclosing interest/participation by interested director

Director

Imprisonment: may extend to 1 year, or

Fine: may extend to ₹ 1 lakh, or

Both – imprisonment + fine

54.

185(4)

Loan/Security/Guarantee provided/utilized in contravention of S.185

Fine: not < ₹ 5 lakh which may extend to
₹ 25 lakh

Every OID,

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 5 lakh which may extend to ₹ 25 lakh

Director/person to whom loan advanced/security or guarantee provided

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 5 lakh which may extend to ₹ 25 lakh, or

Both – imprisonment + fine

55.

186(1)

Contravention of provisions re: Layers of subsidiaries

Co & Every OID⟶Fine: may extend to ₹ 10K

In case of continuing failure, further Fine: may extend to ₹ 1K per day of default after 1^st

56.

186(13)

Contravention of provisions of S.186 (in making loans/guarantee/security/investment)

Fine: not < ₹ 25 K which may extend to ₹ 5 lakh

Every OID

Imprisonment: may extend to 2 yeas, AND

Fine: NOT < ₹ 25 K, which may extend to ₹ 5 lakh

57.

187(4)

Contravention of provisions of S.187 (Investment in its own name)

Fine: not < ₹ 5 lakh which may extend to
₹ 25 lakh

Every OID

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 25 K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

58.

188(5)

RPT in violation of S. 188

Director/employee who has entered into/authorized related party contract/agreement in violation of S.188

Listed co:

Imprisonment : may extend to 1 year, or

Fine : Not < ₹ 25 K but which may extend to ₹ 5 lakh, or

Both : Imprisonment + Fine

Any other company:

Fine : Not < ₹ 25 K but which may extend to ₹ 5 lakh

59.

189(6)

Director failing to comply with provisions of S. 189

Director failing to comply

Penalty: ₹ 25K

60.

190(3)

Default in keeping MD/WTD contract at Regd Office & open for inspection by members without any fee

Penalty: ₹ 25 K

Every OID

Fine: ₹ 5 K per default

61.

191(5)

Contravention of provisions of S. 191 re: payment to directors for loss of office etc.

Director (recipient)

Penalty: ₹ 1 lakh

62.

197(15)

Default in compliance with provisions of S. 197 re: managerial remuneration

If default by Co
⟶Penalty: ₹ 5 lakh

Person defaulting

Penalty: ₹ 1 lakh

63.

203(5)

Contravention of provisions of S. 203 re: appt of KMP

Penalty: ₹ 5 lakh

Every Director & KMP in default

Penalty: ₹ 50 K

In case of continuing default, further Penalty: ₹ 1K per day of default after 1st, but not > ₹ 5 lakh

64.

204(4)

Contravention of provisions of S. 204 re: Secretarial audit

Co/Officer of the Co/Practicing CS (secretarial auditor) in default ⟶

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakh

65.

242(8)

Alteration in MoA, AoA inconsistent with NCLT order u/s. 242(1)

(for prevention of oppression and mismanagement)

Fine: not < ₹ 1 lakh which may extend to
₹ 25 lakh

Every OID

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 25K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

67.

446B

Lesser penalty for OPC, Small Co for failure to comply with S. 92(5) [filing Annual Return], S. 117(2) [Filing certain resolutions, agreements], S. 137(3) [filing annual FS]

½ of the penalty specified in such sections

68.

447

Punishment for fraud

Person guilty of fraud punishable with

Involving at least ₹ 10 lakh or 1% of turnover of Co, whichever is lower

Imprisonment: not < 6 months (not < 3 years, if involves public interest) which may extend to 10 years, AND

Fine: not < Amount involved in fraud, but which may extend to 3 * (Amount involved in fraud)

< ₹ 10 lakh or 1% of turnover of Co, whichever is lower, and does not involve public interest

Imprisonment: may extend to 5 years, or

Fine: may extend to ₹ 50 lakh, or

Both – imprisonment + fine

69.

449

Intentionally giving false evidence

Such person

Imprisonment: not < 3 years which may extend to 7 years, AND

Fine: may extend to ₹ 10 lakh

70.

450

No specific penalty/punishment prescribed

Co and every OID ⟶ Fine: may extend to ₹ 10 K

In case of continuing contravention, further Fine: may extend to ₹ 1 K per day after 1st

71.

451

Repeated default within 3 years

twice the amount of fine for such offence in addition to any imprisonment provided for that offence

72.

452(1)

Wrongfully withholding property

Any officer or employee of the Co

Fine: not < ₹ 1 lakh which may extend to ₹ 5 lakh

73.

452(2)

Failure to refund property/benefit derived from property misapplied

Any officer or employee of the Company

Imprisonment: may extend to 2 years

74.

454(8)

Failure to comply with order u/s. 458((3)/(7) (incl. payment of penalty) within 90 days of the receipt of a copy of the order

Fine: not < ₹ 25K which may extend to ₹ 5 lakh

OID failing to comply

Imprisonment: may extend to 6 months, or

Fine: not < ₹ 25 K which may extend to ₹ 1 lakh, or

Both – imprisonment + fine

75.

454A

Penalty for repeated default within 3 years from the date of penalty order

2 * Penalty provided for such default under the relevant provisions