STATEMENT SHOWING PENALTIES

AND FINES UNDER COMPANIES ACT 2013

S SECTIO TITLE OF Nature Of FINE/PENALTIES
NO. N NO. SECTION Contravention
8 Formation of Contravention in the Company shall be
1. Company with provision of section 8 punishable with fine which
charitable objects related to formation, shall not be less than ten
objectives, profit, lakh rupees but which may
dividend, extend to one crore rupees
amalgamation, Misuse and the directors and every
of license. officer of the Company
who is in default shall be
punishable with
imprisonment for a term
which may extend to three
years or with fine which
shall not be less than
twenty-five thousand
rupees but which may
extend to twenty-five lakh
rupees, or with both:

Provided that when it is

proved that the affairs of
the Company were
conducted fraudulently,
every officer in default
shall be liable for action
under section 447.
2. 11 Commencement Contravention of The Company shall be
of business, etc. A Company having liable to a penalty which
share capital shall not may extend to five
commence any thousand rupees and every
business or exercise officer who is in default
any borrowing powers shall be punishable with
unless fine which may extend to
one thousand rupees for
a) They give every day during which the
declaration to registrar default continues
in prescribed form that
they agreed to
subscribe minimum 1
lakh in case of private
Company and 5 lakhs
in case of public
Company as paid
value of shares.
 B) the Company has
filed with the registrar
a verification of its
registered office
As provided in sub-
section (2) of section
12.
3 16 Rectification Contravention of The If Company makes default
of name of Provisions Of Section in complying with any
Company 16(1) If, through direction given under sub-
Inadvertence Or section (1), the Company
Otherwise, A Company shall be punishable with
On Its Firstfine of one thousand rupees
Registration or on for every day during which
Its registration By A the default continues and
new name, isevery officer who is in
Registered by a name default shall be punishable
Which- with fine which shall not be
less than five thousand
a) is identical with or rupees but which may
too nearly resembles extend to one lakh rupees.
the name of a existing
Company

b) is identical with or
too nearly resembles to
a registered trade mark

2) as per the order of

the Central
Government, if
Company change its
name, within 15 days
has to give notice of
such change to
Registrar for carry out
necessary changes in
the certificate of
incorporation and the
memorandum.
4 17 Copies of A Company shall, on If Company makes any
memorandum, request of any member, default in complying with
articles, etc., to be send him within seven the provisions of this
given to days of such request a section, the Company and
members. copy of MOA, AOA, every officer of the
every agreement and Company who is in default
every resolution shall be liable for each
referred to in sub- default, to a penalty of one
section (1) of section thousand rupees for each
 117 day during which such
default continues or one
lakh rupees, whichever is
less
5 26 Matters to be Contravention in issue If a prospectus is issued in
stated in of Prospectus by or on contravention of the
Prospectus. behalf of Public provisions of this section,
Company in name, the Company shall be
address, date of punishable with fine which
opening and closing of shall not be less than fifty
issue, issue of thousand rupees but
allotment letters and which may extend to three
refunds within time, lakh rupees and every
suppression of facts, person who is knowingly a
Omission and party to the issue of such
Misstatements related prospectus shall be
to reports related to punishable with
financial statements, imprisonment for a term
application of funds which may extend to three
collected through this years or with fine which
prospectus and also shall not be less than fifty
contravention of thousand rupees but which
provisions of SEBI act may extend to three lakh
and Security contract rupees, or with both.
(Regulation) act 1956
related to rules and
regulations for issue.
6 40 Securities to Contravention in If a default is made in
be dealt with Complying with the complying with the
in stock provision of this provisions of this section,
exchanges. sections towards the Company shall be
punishable with a fine
1) every Company which shall not be less than
before making such five lakh rupees but which
offer, make an may extend to fifty lakh
application to one or rupees and every officer of
more recognized stock the Company who is in
exchange(s) default shall be Punishable
with imprisonment for a
2) State the name of term which may extend to
the stock exchange(s) one year or with fine which
in prospectus shall not be less than fifty
thousand rupees but which
3) subscription may extend to three lakh
received shall be kept rupees, or with both.
in separate bank
account and shall not
be utilized for any
other purpose
7 46 Certificate of If a Company with Company shall be
shares. intent to defraud issues punishable with fine which
a duplicate certificate shall not be less than five
of shares, times the face value of the
shares involved in the issue
of the duplicate certificate
but which may extend to
ten times the face value of
such shares or rupees ten
crores whichever is higher
and every officer of the
Company who is in default
shall be liable for action
under section 447.
8 48 Variation of In respect of variation Where any default is made
shareholders of shareholders rights in complying with the
rights. in contravention of provisions of this section,
MOA and AOA and the Company shall be
terms of issue of shares punishable with fine which
of that class and if such shall not be less than
variation affects the twenty-five thousand
other class of rupees but which may
shareholders, unless extend to five lakh rupees
and until carried out and every officer of the
without passing special Company who is in default
resolution and consent shall be punishable with
of three-fourth of such imprisonment for a term
class of shares. which may extend to six
months or with fine which
shall not be less than
twenty-five thousand
rupees but which may
extend to five lakh rupees,
or with both.
9 53 Prohibition on (1) Except as provided Where a Company
issue of shares at in section 54, a Contravenes the provisions
discount. Company shall not of this section, the
issue shares at a Company shall be
discount. punishable with fine which
shall not be less than one
(2) Any share issued lakh rupees but which may
by a Company at a extend to five lakh rupees
discounted price shall and every officer who is in
be void. default shall be punishable
with imprisonment for a
term which may extend to
six months or with fine
which shall not be less than
one lakh rupees but which
may extend to five lakh
 rupees, or with both
10. 56 Transfer and Contravention in Where any default is made
transmission relation to transfer and in complying with the
of securities. transmission of shares provisions of sub-sections
duly executed by (1) to (5), the Company
transferor and shall be Punishable with
transferee having no fine which shall not be less
objection by transferee than twenty-five thousand
in case of partial rupees but which may
transfer. Company extend to five lakh rupees
shall without prejudice and every officer of the
shall register such Company who is in default
transfer within a shall be punishable with
prescribed time limit.If fine which shall not be less
the securities are dealt than ten thousand rupees
with depository, but which may extend to
Company shall one lakh rupees.
intimate the details of
allotment of such
securities immediately.
11. 57 Punishment If any person He shall be punishable with
for personation deceitfully personates Imprisonment for a term
of shareholder. as an owner of any which shall not be less than
security or interest in a one year but which may
Company, or of any extend to three years and
share warrant or with fine which shall not be
coupon issued in less than One lakh rupees
pursuance of this Act, but which may extend to
and thereby obtains or Five lakh rupees.
attempts to obtain any
such security or
interest or any such
share warrant or
coupon, or receives or
attempts to receive any
money due to any such
owner.
12. 58 Refusal of If a private Company If a person/officer
registration limited by shares/ contravenes the order of
and appeal public Company, the Tribunal under this
against refusal. without sufficient section, he shall be
cause refuses to Punishable with
register the transfer of imprisonment for a term
shares or transmission which shall not be less than
by operation of law of one year but which may
the right and fails to extend to three years and
intimate such refusal to with fine which shall not be
transferor and less than One lakh rupees
transferee and but which may extend to
contravenes the order Five lakh rupees.
 of tribunal
13. 59 Rectification If the name any The Company shall be
of register of persons Without punishable with fine which
members. sufficient cause, shall not be less than one
entered in the register lakh rupees but which may
or omitted or if a extend to five lakh rupees
default is made, or and every officer of the
unnecessary delay Company who is in default
takes place in entering shall be punishable with
in the register, the fact imprisonment for a term
of any person having which may extend to one
become or ceased to be year or with fine which
a member and transfer shall not be less than one
of securities in lakh rupees but which may
contravention of any of extend to three lakh rupees,
the provisions of the or with both.
Securities Contracts
(Regulation) Act, 1956
and SEBI Act 1992
and order of the
tribunal in such respect
of the appeal of the
aggrieved member.
14. 60 Publication of In any official The Company shall be
authorised, publication and in any liable to pay a penalty of
subscribed and statement contains the ten thousand rupees and
Paid-up capital. authorized capital of every officer of the
the Company, they Company who is in default
have to mention the shall be liable to pay a
amount of subscribed penalty of five thousand
and Paid up capital. rupees, for each Default.
15. 64 Notice to be If Company requires If a Company and any
given to Registrar issuing further shares, officer, it or he shall be
for alteration of or altering its share punishable with fine which
share capital. capital, it has to file may extend to one
notice to registrar thousand rupees for each
within 30 days of such day during which such
alteration, or increase default continues, or Five
or redemption along lakh rupees, whichever is
with the altered less
memorandum.
16. 66 Reduction of While Processing The If contravention by a
share capital Reduction Of Share Company in complying
Capital, Company has with point No.1 as
to file application to mentioned here shall
Tribunal and tribunal be punishable with fine
shall give notice to which shall not be less than
Central Government, five lakh rupees but which
SEBI and Registrar may extend to twenty-five
and creditors and take lakh rupees.
 no objection from all. 2)any Officer of the
1) Such confirmation Company shall be liable
order by tribunal shall under section 447 if
be published as per contravenes point No.2
direction of tribunal .
2) If any officer of the
Company knowingly
the name of the
creditor, misrepresent
the nature or amount of
debt or claim of any
creditor, abets or is
privy to any such
concealment or
misrepresentation,

17. 67 Restrictions onNo Company limited Company shall be

purchase byby shares or by punishable with not be less
Company orguarantee and having a than one lakh rupees but
giving of loans by share capital shall which may extend to
it for purchase of have power to buy its twenty-five lakh rupees and
its shares. own shares unless the every officer of the
consequent reduction Company who is in default
of share capital is shall be punishable with
effected under the imprisonment for a term
provisions of this Act which may extend to three
and no public years and with fine which
Company directly, shall not be less than one
indirectly by means of lakh rupees but which may
loan, guarantee, the extend to twenty-five lakh
provision of security, rupees
any financial
assistance in
connection with
purchase or
subscription made by
any person or for any
shares in the Company
and in its holding
Company unless the
special resolution is
passed in general body
meeting.
18. 68 Power of In process of purchase The Company shall be
Company to of its own securities punishable with fine which
purchase its own and the buy-back of shall not be less than one
Securities. the shares or other lakh rupees but which may
specified securities extend to three lakh rupees
listed on any and every officer of the
recognized stock Company who is in default
 exchange is in shall be punishable with
contravention with the imprisonment for a term
regulations made by which may extend to three
the securities and years or with fine which
Exchange board in this shall not be less than one
behalf. lakh rupees but which may
extend to three lakh rupees,
or with both.
19. 74 Repayment of Failure to pay deposit If a Company fails to
deposits, etc., within prescribed time repay the deposit or
accepted or failure to give part thereof or any
before statement to registrar interest thereon
commencement related to deposit within the time
of this accepted and sums specified in sub-
Act. remain unpaid on such section (1) or such
amount with interest. further time as may
be allowed by the
Tribunal under sub-
section (2), the
Company shall, in
addition to the
payment of the
amount of deposit or
part thereof and the
interest due, be
punishable with fine
which shall not be
less than one crore
rupees but which
may extend to ten
crore rupees and
every officer of the
Company who is in
default shall be
punishable with
imprisonment which
may extend to seven
years or with fine
which shall not be
less than twenty-five
lakh rupees but which
may extend to two
crore rupees, or with
both.

20. 75 Damages for Where a Company Every officer of the

Fraud. fails to repay the Company who was
deposit or part thereof responsible for the
or any interest acceptance of such deposit
 thereon referred to in shall, without prejudice to
section 74 within the the provisions contained in
time specified in sub- subsection (3) of that
section (1) of that section and liability under
section or such further section 447, be personally
time as may be responsible, without
allowed by the any limitation of liability,
Tribunal under sub- for all or any of the losses
section (2) of that or damages that may have
section, and it is been incurred by the
proved that the depositors.
deposits had been
accepted with intent to
defraud the depositors
or
for any fraudulent
purpose.
21. 86 Related to charge Contravention in The Company shall be
related to creation, punishable with fine which
modification and shall not be less than one
satisfaction and lakh rupees but which may
registration of the extend to
charge by the ten lakh rupees and every
Company officer of the Company
who is in default shall be
punishable with
imprisonment for a term
which may extend to six
months or with fine which
shall not be less
than twenty-five thousand
rupees but which may
extend to one lakh rupees,
or with both
22. 88 Register of Contravention in The Company and every
members relation to not keeping officer of the Company
and maintaining the who is in default shall
(a) register of members be punishable with fine
indicating separately which shall not be less than
for each class of equity fifty thousand rupees but
and preference shares which may extend to three
held by each member lakh rupees and where the
residing in or outside failure is a continuing one,
India; with a further fine which
(b) register of may extend to one
debenture-holders; and thousand rupees for every
(c) register of any day, after the first during
other security holders. which the failure
,index thereon. Continues.
23. 89 Declaration in Every person who If any person fails, to make
 respect of holds or acquires a a declaration as required
Beneficial interest beneficial interest in under sub-section (1) or
in any share. share of a Company sub-section (2) or sub-
Shall make a section (3), without any
declaration to the reasonable cause, he shall
Company specifying be punishable with fine
the nature of his which may extend to fifty
interest or any change thousand rupees and where
in Beneficial interest the failure is a continuing
within 30 days, if any one, with a further fine
contravention in which may extend to one
relation to declaration thousand rupees for every
may be penalized. day after the first during
which the failure continues
24. 89(6) Declaration in Contravention by The Company and every
respect of Company in relation officer of the Company
Beneficial interest to make a note of such who is in default shall be
in any share by declaration in the punishable with fine which
the Company to register concerned and shall not be less than five
registrar. shall file, within thirty hundred rupees but which
days from the date of may extend to one
receipt of declaration thousand rupees and where
by it, a return in the the failure is a continuing
prescribed form with one, with a further fine
the Registrar in respect which may extend to one
of such declaration thousand rupees for every
with such fees or day after the first during
additional fees as may which the failure continues.
be prescribed, within
the time specified
under section 403.
25. 92 Annual return Contravention in 1. If a Company fails to file
relation to filing a copy its annual return under sub-
of the annual return to section (4), before the
registrar within sixty expiry of the period
days from the date on specified under section 403
which the annual with additional fee, the
general meeting is held Company shall be
or where no annual punishable with fine which
general meeting is held shall not be less than fifty
in any year within thousand rupees but which
sixty days from the may extend to five lakhs
date on which the rupees and every officer of
annual general meeting the Company who is in
should have been held default shall be punishable
together with the with imprisonment for a
statement specifying term which may extend to
the reasons for not six months or with fine
holding the annual which shall not be less
general meeting, with than fifty thousand rupees
 such fees or additional but which may extend to
fees as may be five lakh rupees, or with
prescribed, within the both.
time as specified,
under section 403. 2. If a Company secretary
in practice certifies the
annual return otherwise
than in conformity with the
requirements of this section
or the rules made
hereunder, he shall be
punishable with fine which
shall not be less than fifty
thousand rupees but which
may extend to five lakh
rupees.
26. 99 Punishment Contravention in If any default is made in
for default in Relation to calling of holding a meeting of the
complying with annual general meeting Company in accordance
provisions of within the stipulated with section 96 or section
sections 96 time in each year by 97 or section 98 or in
To 98. Company other than complying with any
OPC or also fails to directions of the Tribunal,
comply with the the Company and every
direction of tribunal in officer of the Company
relation to holding who is in default shall be
AGM. punishable with fine
Which may extend to one
lakh rupees and in the case
of a continuing default,
with a further fine which
may extend to five
thousand rupees for every
day during which such
default continues?
27. 102 Statement to Contravention in If any default is made in
be annexed to relation to non- complying with the
Notice. disclosure or provisions of this section,
insufficient disclosure every promoter, director,
in any statement manager or other key
setting out the managerial personnel who
following material is in default shall be
facts concerning each punishable with fine which
item of special may extend to fifty
business to be thousand rupees or five
transacted at a general times the amount of benefit
meeting, shall be accruing to the promoter,
annexed to the notice director, manager or other
calling such meeting, key managerial personnel
and also relation and or any of his relatives,
 concern of Directors whichever is more
and all facts and
information.
28. 105 Proxies In every notice calling Every officer of the
a meeting of a Company who is in default
Company which has a shall be punishable with
share capital, or the fine which may extend to
articles of which five thousand rupees.
provide for voting by
proxy at the meeting,
there shall appear with
reasonable prominence
a statement that a
member entitled to
attend and vote is
entitled to appoint a
proxy, or, where that is
allowed, one or more
proxies, to attend and
vote instead of himself,
and that a proxy need
not be a member
29. 105(5) Proxy If for the purpose of Every officer of the
any meeting of a Company who knowingly
Company, invitations issues the invitations as
to appoint as proxy a aforesaid or willfully
person or one of a authorizes or permits their
number of persons issue shall be punishable
specified in the with fine which may
invitations are issued at extend to one lakh rupees
the Companys
expense to any
member entitled to
have a notice of the
meeting sent to him
and to vote thereat by
proxy,
30. 117 Resolutions Contravention In If a Company fails to file
and agreements relation to filing of a the resolution or the
To be filed. copy of every agreement under sub-
resolution or any section (1) before the
agreement, in respect expiry of the period
of matters specified in specified under section 403
sub-section (3) with additional fee, the
together with the Company shall be
explanatory statement punishable with fine which
under section 102, if shall not be less than five
any, annexed to the lakh rupees but which may
notice calling the extend to twenty-five lakh
meeting in which the rupees and every officer of
 resolution is proposed, the Company who is in
shall be filed with the default, including
Registrar within thirty liquidator of the Company,
days of the passing or if any, shall be punishable
making thereof in such with fine which shall not be
manner and with such less than one lakh rupees
fees as may be but which may extend to
prescribed within the five lakh rupees
time specified under
section 403.
31. 118 Minutes of Every Company shall If a person is found guilty
Proceedings of cause minutes of the of tampering with the
general meeting, proceedings of every minutes of the proceedings
meeting of Board general meeting of any of meeting, he shall be
of Directors and class of shareholders or punishable with
other meeting creditors, and every imprisonment for a term
and resolutions resolution passed by which may extend to two
passed by postal postal ballot and every years and with fine which
Ballot. meeting of its Board of shall not be less than
Directors or of every twenty-five thousand
committee of the rupees but which may
Board, to be prepared extend to one lakh rupees.
and signed in such
manner as may be
prescribed and kept
within thirty days of
the conclusion of every
such meeting
concerned, or passing
of resolution by postal
ballot in books kept for
that purpose with their
pages consecutively
numbered.
32. 121 Report on Annual Every listed public The Company shall be
General meeting. Company shall prepare punishable with fine which
in the prescribed shall not be less than one
manner a report on lakh rupees but which may
Each annual general extend to five lakh rupees
meeting. The Company and every officer of the
shall file with the Company who is in default
Registrar a copy of the shall be punishable with
report within thirty fine which shall not be less
days of the conclusion than twenty-five thousand
of the annual general rupees but which may
meeting with such fees extend to one lakh rupees.
as may be prescribed.
If Contravention in
complying with this
provision.
33. 124 Unpaid Where a dividend has If a Company fails to
Dividend Account been declared by a comply with any of the
Company but has not requirements of this
been paid or claimed section, the Company shall
within thirty days from be punishable with fine
the date of the which shall not be less than
declaration to any five lakh rupees but which
shareholder entitled to may extend to twenty-five
the payment of the lakh rupees and every
dividend, the Company officer of the Company
shall, within seven who is in default shall be
days from the date of punishable with fine which
expiry of the said shall not be less than one
period of thirty days, lakh rupees but which may
transfer the total extend to five lakh rupees.
amount of dividend
which remains unpaid
or unclaimed to a
special account to be
opened by the
Company in that behalf
in any scheduled
bank to be called the
Unpaid Dividend
Account. Failure on
the part of Complying
with this provision
34. 127 Punishment Where a dividend has Every director of the
for failure to been declared by a Company shall, if he is
distribute Company but has not knowingly a party to the
dividends. been paid or the default, be punishable with
warrant in respect imprisonment which may
thereof has not been Extend to two years and
posted within thirty with fine which shall not be
days from the date of less than one thousand
declaration to any rupees for every day during
shareholder entitled to which such default
the payment of the continues and the Company
dividend shall be liable to pay
simple interest at the rate of
eighteen per cent. per
annum during the period
for which such default
continues.
35. 128 Books of All or any of the books If the managing director,
account, etc., of account and other the whole-time director in
to be kept by relevant papers may be charge of finance, the Chief
Company. kept at such other Financial Officer or any
place in India as the other person of a Company
Board of Directors charged by the Board with
 may decide and where the duty of
such a decision is complying with the
taken, the Company provisions of this section,
shall, within seven contravenes such
days thereof, file with Provisions, such managing
the Registrar a director, whole-time
notice in writing giving director in charge of
the full address of that finance, Chief Financial
other place. The books officer or such other person
of account and other of the Company shall be
books and papers punishable with
maintained by the imprisonment for a term
Company within India which may extend to one
shall be open for year or with fine which
inspection at the shall not be less than fifty
registered office of the thousand rupees but which
Company or at such may extend to five lakh
other place in India by rupees or with both
any director during
business hours.
36. 129 Financial The financial If a Company contravenes
Statement. statements shall give a the provisions of this
true and fair view of section, the managing
the state of affairs of director, the whole-time
the Company or director in charge of
companies, comply finance, the Chief Financial
with the accounting Officer or any other person
standards notified charged by the Board with
under section 133 and the duty of complying with
shall be in the form or the requirements of this
forms as may be section and in the absence
provided for different of any of the officers
class or classes of mentioned above, all the
companies in Schedule directors shall be
III. punishable with
imprisonment for a term
which may extend to one
year or with fine which
shall not be less than
Fifty thousand rupees but
which may extend to five
lakh rupees, or with both.
37. 134 Financial The financial If a Company fails to
statement, statement, including comply with any of the
Boards consolidated financial requirements of this
report, etc. statement, if any, shall section, the Company shall
be approved by the be punishable with who is
Board of Directors in default shall be
before they are signed punishable with
on behalf of the Board imprisonment for a
 at least by the term which may
chairperson of the extend to three years
Company where he is fine which shall not be less
authorised by the than fifty Thousand rupees
Board or by two but which may extend to
directors out of which twenty-five lakh rupees and
one shall be managing every officer of the
director and the Chief Company who is in default
Executive Officer, if he shall be punishable with
is a director in the fine which shall not be less
Company, the Chief than one lakh rupees but
Financial Officer and which may extend to five
the Company secretary lakh rupees
of the Company,
wherever they are
appointed, or in the
case of a One Person
Company, only by one
director, for
submission to the
auditor for his report
thereon.
38. 137 Copy of A copy of the financial If a Company fails to file
financial statements, including the copy of the financial
statement to consolidated financial statements under sub-
be filed with statement, if any, along section (1) or sub-section
Registrar. with all the documents (2), as the case may be,
which are required to before the expiry of the
be or attached to such period specified in section
financial statements 403, the Company shall be
under this Act, duly punishable with fine of one
adopted at the annual thousand rupees for every
general meeting of the day during which the
Company, shall be failure continues but which
filed with the Registrar shall not be more than ten
within thirty days of lakh rupees, and the
the date of annual Managing director and the
general meeting in Chief Financial Officer of
such manner, with such the Company, if any, and,
fees or additional fees in the absence of the
as may be prescribed managing director and the
within the time Chief Financial Officer,
specified under any other director who is
section 403: charged by the Board with
the responsibility of
complying with the
provisions of this section,
and, in the absence of any
such director, all the
directors of the Company,
 shall be punishable with
imprisonment for a term
which may extend to six
months or with fine which
shall not be less than one
lakh rupees but which may
extend to five lakh rupees,
or with both.
39. 140 Removal, The auditor appointed If the auditor does not
resignation of under section 139 may comply with sub-section
auditor and be removed from his (2), he or it shall be
giving of special office before the expiry punishable with fine which
notice. of his term only by a shall not be less than fifty
special resolution of thousand rupees but which
the Company, after may extend to five lakh
obtaining the previous rupees.
approval of the
Central Government in
that behalf in the
prescribed manner:
40. 143 Powers and Notwithstanding If any auditor, cost
duties of auditors anything contained in accountant or Company
and auditing this section, if an secretary in practice do not
standards. auditor of a Company, comply with the provisions
in the course of the of sub-section (12), he shall
performance of his be punishable with fine
duties as auditor, has which shall not be
reason to believe that Less than one lakh rupees
an offence involving but which may extend to
fraud is being or has twenty-five lakh rupees.
been committed
against the Company
by officers or
employees of the
Company, he shall
immediately report the
matter to the Central
Government within
such time and in such
manner as may be
prescribed.
41. 147 Punishment Sec 139-Appointment If any of the provisions of
for contravention. of auditors. sections 139 to 146 (both
inclusive) is contravened,
Sec 146- Auditors to the Company shall be
attend general meeting. punishable with fine which
shall not be less than
twenty-five thousand
rupees but which may
extend to five lakh rupees
 and every officer of the
Company who is in default
shall be punishable with
imprisonment for a term
which may extend to one
year or with fine which
shall not be less than ten
thousand rupees but which
may extend to one lakh
rupees, or with both.
42. 147(2) Sec 139-Appointment If an auditor of a Company
of auditors. contravenes any of the
provisions of section 139,
Sec 143- Powers and section 143, section 144 or
duties of auditors and section 145, the auditor
auditing standards. shall be punishable with
fine which shall not be less
Sec 144-Auditor not than twenty-five thousand
to render certain rupees but which may
services. extend to five lakh rupees:

Sec 145-Auditor to
sign audit reports, etc.
43. 157 Company to Every Company shall, If a Company fails to
Inform Director within fifteen days of furnish Director
Identification the receipt of Identification Number
Number to intimation under under sub-section (1),
Registrar. section 156, furnish the before the expiry of the
Director Identification period specified under
Number of all its section 403 with additional
directors to the fee, the Company shall be
Registrar or any other punishable with fine which
officer or authority as shall not be less than
may be specified by twenty-five thousand
the Central rupees but which may
Government with such extend to one lakh rupees
fees as may be and every officer of the
prescribed or with such Company who is in default
additional fees as may shall be punishable with
be prescribed within fine which shall not be less
the time specified than twenty-five thousand
under section 403 and rupees but which may
every such intimation extend to one lakh rupees.
shall be furnished in
such form and manner
as may be prescribed.
44. 159 Punishment Sec-152-Appointment If any individual or director
For of directors. of a Company, contravenes
contravention. any of the provisions of
Sec-155- Prohibition to section 152, section 155
 obtain more than one
Director Identification
Number.
Sec-156- Director to
Intimate Director
Identification Number.
45. 165 Number of No person, after the
directorships. commencement of this
Act, shall hold office
as a director, including
any alternate
directorship, in more
than twenty companies
at the same time:
Provided that the
maximum number of
public companies in
which a person can be
Appointed as a director
shall not exceed ten.
46. 166 Duties of (1) Subject to the
directors. provisions of this Act,
a director of a provisions of this section
Company shall act in
Accordance with the
articles of the
Company.
(2) A director of a
Company shall act in
good faith in order to
promote the objects of
the Company for the
benefit of its members
as a whole, and in the
best interests of the
Company, its
employees, the
shareholders, the
community and for the
protection of
and section 156, such
individual or director of the
Company shall be
punishable with
imprisonment for a term
which may extend to six
months or with fine which
may extend to fifty
thousand rupees and where
the contravention is a
continuing one, with
a further fine which may
extend to five hundred
rupees for every day after
the first during which the
contravention continues
If a person accepts an
appointment as a director
in contravention of sub-
section (1), he shall be
punishable with fine which
shall not be less than five
thousand rupees but which
may extend to twenty-five
thousand rupees for every
day after the first during
which the contravention
continues.
If a director of the
Company contravenes the
such director shall be
punishable with fine which
shall not be less than one
lakh rupees but which
May extend to five lakh
rupees.
 environment and other
as prescribed in section
166.
47. 167 Vacation of The office of a director If a person, functions as a
office of director. shall become vacant in director even when he
case- a) he incurs any knows that the office of
of the disqualifications director held by him has
specified in section become vacant on account
164; of any of the
(b) he absents himself disqualifications specified
from all the meetings in subsection (1), he shall
of the Board of be punishable with
Directors held during a imprisonment for a term
period of twelve which may extend to one
months with or without year or with fine which
seeking leave of shall not be less than one
absence of the Board; lakh rupees but which may
he acts in extend to five lakh rupees,
contravention of the or with both.
provisions of section
184 relating to entering
into contracts or
arrangements in which
he is directly or
indirectly interested;
(d) he fails to disclose
his interest in any
contract or
arrangement in which
he is
directly or indirectly
interested, in
contravention of the
provisions of section
184;
(e) he becomes
disqualified by an
order of a court or the
Tribunal;
(f) he is convicted by a
court of any offence,
whether involving
moral turpitude
or otherwise and
sentenced in respect
thereof to
imprisonment for not
less than six
months:
Provided that the office
 shall be vacated by the
director even if he has
filed an
appeal against the
order of such court;
(g) he is removed in
pursuance of the
provisions of this Act;
(h) he, having been
appointed a director by
virtue of his holding
any office or
other employment in
the holding, subsidiary
or associate Company,
ceases to hold
such office or other
employment in that
Company.
48. 172 Punishment If a Company contravenes
any of the provisions of
this Chapter and for which
no specific punishment is
provided therein, the
Company and every officer
of the Company who is in
default shall be punishable
with fine which shall not be
less than fifty thousand
rupees but which may
extend to five lakh rupees
49. 178 Nomination Sec 177- Audit In case of any
and Committee. contravention of the
Remuneration provisions of section 177
Committee Sec 178- Nomination and this section, the
And Stakeholders And Remuneration Company shall be
Relationship Committee and punishable with fine which
Committee. Stakeholders shall not be less than one
Relationship lakh rupees but which may
Committee. The extend to five lakh rupees
Board of Directors and every officer of the
of every listed Company who is in default
Company and shall be punishable with
such other class imprisonment for a term
or classes of which may extend to one
companies, as year or with fine which
may be prescribed shall not be less than
shall constitute twenty-five thousand
the Nomination rupees but which may
and Remuneration extend to one lakh rupees,
 Committee or with both:
consisting of three
or more non-
executive
directors out of
which not less
than
One-half shall be
independent
directors.
50. 182 Prohibitions Notwithstanding If a Company makes any
And restrictions anything contained in contribution in
regarding any other provision of contravention of the
political this Act, a Company, provisions of this section,
Contributions. other than a the Company shall be
Government Company punishable with fine which
and a Company which may extend to five times
has been in existence the amount so contributed
for less than three and every officer of the
financial years, may Company who is in default
contribute any amount shall be punishable with
directly or indirectly to imprisonment for a term
any political party: which may extend to six
Provided that the months and with fine
amount referred to in which may extend to five
sub-section (1) or, as times the amount so
the case may be, the contributed.
aggregate of the
amount which may be
so contributed by the
Company in any
financial year shall not
exceed seven and a
half per cent. of its
average net profits
during the three
immediately preceding
financial years
51. 184 Disclosure of (1) Every director shall If a director of the
interest by at the first meeting of Company contravenes the
Director. the Board in which he provisions of sub-section
participates as a (1) or subsection
director and thereafter (2), such director shall be
at the first meeting of punishable with
the Board in every imprisonment for a term
financial year or which may extend
whenever there is any to one year or with fine
change in the which shall not be less than
disclosures already fifty thousand rupees but
made, then at the first which may
Board meeting held Extend to one lakh rupees,
after such change, or with both.
disclose his concern or
interest in any
Company or
companies or bodies
corporate, firms, or
other association of
individuals which shall
include the
shareholding, in
such manner as may be
prescribed.

(2) Every director of a

Company who is in
any way, whether
directly or indirectly,
concerned or interested
in a contract or
arrangement or
proposed contract or
arrangement
entered into or to be
entered into-
(a) with a body
corporate in which
such director or such
director in association
with any other director,
holds more than two
per cent. shareholding
of that body
corporate, or is a
promoter, manager,
Chief Executive
Officer of that body
corporate; or
(b) with a firm or other
entity in which, such
director is a partner,
owner or
member, as the case
may be, shall disclose
the nature of his
concern or interest at
the meeting of the
Board in which the
contract or
arrangement is
 discussed and shall not
participate in such
meeting:
52. 185 Loan to directors, Save as otherwise If any loan is advanced or a
etc. provided in this Act, no guarantee or security is
Company shall, given or provided in
directly or indirectly, contravention of the
advance any loan, provisions of sub-section
including any loan (1), the Company shall be
represented by a book punishable with fine which
debt, to any of its shall not be less than five
directors or to any lakh rupees but which may
other person in whom extend to twenty-five lakh
the director is rupees, and the director or
interested or give any the other person to whom
guarantee or provide any loan is advanced or
any security in guarantee or security is
connection with any given or provided in
loan taken by him or connection with any loan
such other person: taken by him or the other
person, shall be punishable
with imprisonment which
may extend to six months
or with fine which shall not
be less than five lakh
rupees but which may
extend to twenty-five lakh
rupees, or with both.
53. 186 Loan and (2) No Company shall If a Company contravenes
investment by directly or indirectly- the provisions of this
Company. (a) give any loan to section, the Company shall
any person or other be punishable with fine
body corporate; which shall not be less than
(b) give any guarantee twenty-five thousand
or provide security in rupees but which may
connection with a loan extend to five lakh rupees
to any other body and every officer of the
corporate or person; Company who is in default
and Loan and shall be punishable with
investment by imprisonment for a term
Company. which may extend to two
(c) acquire by way of years and with fine which
subscription, purchase shall not be less than
or otherwise, the Twenty-five thousand
securities of any other rupees but which may
body corporate, extend to one lakh rupees
Exceeding sixty per
cent. of its paid-up
share capital, free
reserves and securities
 premium account or
one hundred per cent.
of its free reserves and
securities premium
account, whichever
is more.
54 187 Investments of Where in pursuance of If a Company contravenes
Company to be clause (d) of sub- the provisions of this
held in its own section (2 of section section, the Company shall
name. 187), any shares or be punishable with fine
securities in which which shall not be less than
investments have been twenty-five thousand
made by a Company rupees but which may
are not held by it in its extend to twenty-five lakh
own name, the rupees and every officer of
Company shall the Company who is in
maintain a register default shall be punishable
which shall contain with imprisonment for a
such particulars as may term which may extend to
be prescribed six months or with fine
and such register shall which shall not be less than
be open to inspection twenty-five thousand
by any member or rupees but which may
debenture-holder of the extend to one lakh rupees,
Company without any or with both
charge during business
hours subject to such
reasonable restrictions
as the Company may
by its articles or in
general meeting
impose
55. 188 Related party Except with the (i) in case of listed
transactions consent of the Board of Company, be punishable
Directors given by a with imprisonment for a
resolution at a meeting term which may extend to
of the Board and one year or with fine which
subject to such shall not be less than
conditions as may be twenty-five thousand
prescribed, no rupees but which may
Company shall enter extend to five lakh rupees,
into any contract or or with both; and
arrangement with a (ii) in case of any other
related party with Company, be punishable
respect to- with fine which shall not be
(a) sale, purchase or less
supply of any goods or than twenty-five thousand
materials; rupees but which may
(b) selling or otherwise extend to five lakh rupees.
disposing of, or
 buying, property of
any kind;
(c) leasing of property
of any kind;
(d) availing or
rendering of any
services;
(e) appointment of any
agent for purchase or
sale of goods,
materials, services
or property;
(f) such related party's
appointment to any
office or place of profit
in the Company,
its subsidiary
Company or associate
Company; and
(g) underwriting the
subscription of any
securities or
derivatives thereof, of
the
Company:
56. 191 Payment to No director of a If a director of the
director for Company shall, any Company contravenes the
loss of office, other offer which is provisions of this section,
etc., in connection conditional on such director shall be
with transfer acceptance to a given punishable with fine which
of undertaking, extent, receive any shall not be less than
property or payment by way of twenty-five thousand
shares. compensation for loss rupees but which may
of office or as extend to one lakh rupees.
consideration for
retirement from office,
or in connection with
such loss or retirement
from such Company or
from the transferee of
such undertaking or
property, or from
the transferees of
shares or from any
other person, not being
such Company, unless
particulars as may be
prescribed with respect
to the payment
proposed to be made
 by such transferee or
person, including the
amount thereof, have
been disclosed to the
members of the
Company and the
proposal has been
approved by the
Company in general
meeting.
57. 194 Prohibition on (1) No director of a If a director or any key
Forward dealings Company or any of its managerial personnel of the
in securities of key managerial Company contravenes the
Company by personnel shall buy in provisions of sub-section
director or key the Company, or in its (1), such director or key
managerial holding, subsidiary or managerial personnel shall
personnel. associate Company- be punishable with
(a) a right to call for imprisonment for a term
delivery or a right to which may extend to two
make delivery at a years or with fine which
specified price and shall not be less than one
within a specified time, lakh rupees but which may
of a specified number extend to five lakh rupees,
of relevant shares or a or with both. Restriction on
specified amount non-cash transactions
of relevant debentures; involving directors.
or Contract by One Person
(b) a right, as he may Company. Prohibition
elect, to call for On forward dealings in
delivery or to make securities of Company by
delivery at a specified director or key managerial
price and within a personnel.
specified time, of a
specified number of
relevant shares or a
specified
amount of relevant
debentures.
58. 195 Prohibition No person including If any person contravenes
On insider any director or key the provisions of this
Trading of managerial personnel section, he shall be
securities. of a Company shall punishable with
enter into insider imprisonment for a term
trading: which may extend to five
years or with fine which
shall not be less than five
lakh rupees but which may
extend to twenty-five crore
rupees or three times the
amount of profits made out
 of insider trading,
whichever is higher, or
with both.
59. 197 Overall maximum The total managerial If any person contravenes
managerial remuneration payable the provisions of this
remuneration by a public Company, section, he shall be
and managerial to its directors, punishable with fine which
remuneration including managing shall not be less than one
in case of absence director and whole- lakh rupees but which may
or inadequacy of time director, and its extend to five lakh rupees.
profits manager in respect of
any financial year shall
not exceed eleven per
cent. of the net profits
of that Company for
that financial year
computed in the
manner laid down in
section 198 except that
the remuneration of the
directors shall not be
deducted from the
gross profits: Provided
that the Company in
general meeting may,
with the approval of
the Central
Government, authorise
the payment of
remuneration
exceeding eleven per
cent. of the net profits
of the Company,
subject to the
provisions of Schedule
V:
60. 203 Appointment Whole-time key If a Company contravenes
of key managerial managerial personnel the provisions of this
Personnel. holding office in more section, the Company shall
than one Company at be punishable with fine
the same time on the which shall not be less than
date of commencement one lakh rupees but which
of this Act, shall, may extend to five lakh
within a period of six rupees and every director
months from such and key managerial
commencement, personnel of the Company
choose one Company, who is in default shall be
in which he wishes to punishable with fine which
continue to hold the may extend to fifty
office of key thousand rupees and where
 managerial personnel: the contravention is a
2)If the office of any continuing one, with a
whole-time key further fine which may
managerial personnel extend to one thousand
is vacated, the rupees for every day after
resulting the first during which the
vacancy shall be filled- contravention continues.
up by the Board at a
meeting of the Board
within a period of six
months from the date
of such vacancy
61. 204 Secretarial Every listed Company If a Company or any
audit for bigger and a Company officer of the Company or
Companies. belonging to other the Company secretary in
class of companies as practice, contravenes the
may be prescribed provisions of this section,
shall annex with its the Company, every officer
Boards report made in of the Company or the
terms of sub-section Company secretary in
(3) of section 134, a practice, who is in default,
secretarial audit report, shall be punishable with
given by a Company fine which shall not be less
secretary in practice, in than one lakh rupees but
such form as may be which may extend to five
prescribed. lakh rupees.
62. 206 Power to call For Where on a scrutiny of If a Company fails to
information, any document filed by furnish any information or
inspect books and a Company or on any explanation or produce any
conduct inquiries. information received document required under
by him, the Registrar is this section, the Company
of the opinion that any and every officer of the
further information or Company, who is in default
explanation or any shall be punishable with a
further documents fine which may extend to
relating to the one lakh rupees and in the
Company is necessary, case of a continuing failure,
he may by a written with an additional fine
notice require the which may extend to five
Company- hundred rupees for every
(a) to furnish in day after the first during
writing such which the failure continues.
information or
explanation; or
(b) to produce such
documents,
within such reasonable
time, as may be
specified in the notice
and if Company fails
 to provide so, it will be
the Contravention of
Sectio 206.
63. 207 Conduct of Where a Registrar or If any director or officer of
inspection and inspector calls for the the Company disobeys the
inquiry books of account and direction issued by the
other books and papers Registrar or the inspector
under section 206, it under this section, the
shall be the duty of director or the officer shall
every director, officer be punishable with
or other employee of imprisonment which may
the Company to extend to one year and with
produce all such fine which shall not be less
documents to the than twenty-five thousand
Registrar or inspector rupees but which may
and furnish him with extend to one lakh rupees.
such statements,
information or
explanations in such
form as the Registrar
or inspector
may require and shall
render all assistance to
the Registrar or
inspector in connection
with such inspection.
64. 217 Procedure, It shall be the duty of If any director or officer of
powers, etc., all officers and other the Company disobeys the
of inspectors. employees and agents direction issued by the
including the former Registrar or the inspector
officers, employees under this section, the
and agents of a director or the officer shall
Company which is be punishable with
under investigation in imprisonment which may
accordance with the extend to one year and with
provisions contained in fine which shall not be less
this Chapter, and than twenty-five thousand
where the affairs of rupees but which may
any other body extend to one lakh rupees
corporate or a person
are investigated under
section 219, of all
officers and other
employees and agents
including former
officers, employees
and agents of such
body corporate or a
person-
a) to preserve and to
 produce to an inspector
or any person
authorised by him in
this behalf all books
and papers of, or
relating to, the
Company or, as the
case may be, relating
to the other body
corporate or the
person, which are in
their custody or power;
(b) otherwise to give to
the inspector all
assistance in
connection with the
Investigation which
they are reasonably
able to give.
65. 217(8) If any person fails He shall be punishable with
without reasonable imprisonment for a term
cause or refuses- which may extend to six
(a) to produce to an months and with fine
inspector or any person which shall not be less than
authorised by him in twenty-five thousand
this behalf any rupees but which may
book or paper which is extend to one lakh rupees,
his duty under this and also with a further fine
section to produce or which may extend to two
(b) to furnish any thousand rupees for every
information which is day after the first during
his duty under this which the failure or refusal
section. continues
(c) to appear before the
inspector personally
when required to do so
under subsection
(4) or to answer any
question which is put
to him by the inspector
in pursuance
of that sub-section; or
(d) to sign the notes of
any examination
referred to in sub-
section.
66. 221 Freezing of assets Where it appears to the The Company shall be
of Company on Tribunal, on a punishable with fine which
Inquiry and reference made to it by shall not be less than one
investigation. the Central lakh rupees but which may
 Government or in extend to twenty-five lakh
connection with any rupees and every officer of
inquiry or investigation the Company who is in
into the affairs of a default shall be punishable
Company under this with imprisonment for a
Chapter or on any term which may extend to
complaint made by three years or with fine
such number of which shall not be less than
members as specified fifty thousand rupees but
under sub-section (1) which may extend to five
of section 244 or a lakh rupees, or with both.
creditor having one
lakh amount
outstanding against the
Company or any other
person having a
reasonable ground to
believe that the
removal, transfer or
disposal of funds,
assets, properties of the
Company is likely to
take place in a manner
that is prejudicial to
the interests of the
Company or its
shareholders or
creditors or in public
interest,
67. 222. Imposition of Where it appears to the The Company shall be
Restrictions upon Tribunal, in connection punishable with fine which
Securities. with any investigation shall not be less than one
under section 216 or lakh rupees but which may
on a complaint made extend to twenty-five lakh
by any person in this rupees and every officer of
behalf, that there is the Company who is in
good reason to find out default shall be punishable
the relevant facts about with imprisonment for a
any securities issued or term which may extend to
to be issued by a six months or with fine
Company. Tribunal which shall not be less than
may, by order, direct twenty-five thousand
that the securities shall rupees but which may
be subject to such extend to five lakh rupees,
restrictions as it may or with both.
deem fit for such
period not exceeding
three years as may be
specified in the order.
68. 232 Merger and Where an application If a transferor Company or
amalgamation is made to the Tribunal a transferee Company
of companies. under section 230 for contravenes the provisions
the sanctioning of a of this section, the
compromise or an transferor Company or the
arrangement proposed transferee Company, as the
between a Company case may be, shall be
and any such persons punishable with fine which
as are mentioned in shall not be less than one
that section, and it is lakh rupees but which may
shown to the Tribunal- extend to twenty-five lakh
(a) that the rupees and every officer of
compromise or such transferor or
arrangement has been transferee Company who
proposed for the is in default, shall be
purposes of, or in punishable with
connection with, a imprisonment for a term
scheme for the which may extend to one
reconstruction of the year or with fine which
Company or shall not be less than one
Companies involving lakh rupees but which may
merger or the extend to three lakh rupees,
amalgamation of any or with both.
two or more
companies; and (b) that
under the scheme, the
whole or any part of
the undertaking,
property or liabilities
of any Company
(hereinafter referred to
as the transferor
Company) is required
to be transferred to
another Company
(hereinafter referred to
as the transferee
Company), or is
proposed to be divided
among and transferred
to two or more
companies,
the Tribunal may on
such application, order
a meeting of the
creditors or class of
creditors or the
members or class of
members, as the case
may be, to be called,
held and conducted
 in such manner as the
Tribunal may direct
and the provisions of
sub-sections (3) to (6)
of section 230 shall
apply mutatis
mutandis.
69. 238 Registration of (1) In relation to every The director who issues a
offer of schemes offer of a scheme or circular which has not been
involving transfer contract involving the presented for registration
of shares. transfer of shares or and registered under clause
any class of shares in of sub-section (1), shall
the transferor be punishable with fine
Company to the which shall not be less than
transferee Company twenty-five thousand
under section 235, rupees but which may
every such circular extend to five lakh
shall be presented to rupees.
the Registrar for
registration and
no such circular shall
be issued until it is so
registered.
70. 242 Powers of Where an order of the If a Company contravenes
Tribunal Tribunal under sub- the provisions of sub-
section (1) makes any section (5), the Company
alteration in the shall be punishable with
memorandum or fine which shall not be less
articles of a Company, than one lakh rupees but
then, notwithstanding which may extend to
any other provision of twenty-five lakh rupees and
this Act, the Company every officer of the
shall not have power, Company who is in default
except to the extent, if shall be punishable with
any, permitted in the imprisonment for a term
order, to make, without which may extend to six
the leave of the months or with fine which
Tribunal, any alteration shall not be less than
whatsoever which is twenty-five thousand
inconsistent rupees but which may
with the order, either in extend to one lakh rupees,
the memorandum or in or with both
the articles.
71. 243 Consequence No Managing Director Any person who
of termination or other director or knowingly acts as a
or modification manager whose managing director or other
of certain agreement is so director or manager of a
Agreements. terminated or set aside Company in contravention
shall, for a period of of clause (b) of sub-section
five years from the (1), and every other
 date of the order director of the Company
terminating or setting who is knowingly a party
aside the agreement, to such contravention, shall
without the leave of be punishable with
the Tribunal, be imprisonment for a term
appointed, or act, as which may extend to six
the managing director months or with fine which
or other director or may extend to five lakh
manager of the rupees, or with both.
Company:
72. 245 Class action Such number of Any Company which fails
member or members, to comply with an order
depositor or depositors passed by the Tribunal
or any class of them, as under this section shall be
the case may be, as are punishable with fine which
indicated in sub- shall not be less than five
section (2) may, if they lakh rupees but which may
are of the opinion that extend to twenty-five lakh
the management or rupees and every officer of
conduct of the affairs the Company who is in
of the Company are default shall be punishable
being conducted with imprisonment for a
in a manner prejudicial term which may extend to
to the interests of the three years and with fine
Company or its which shall not be less than
members or depositors, twenty-five thousand
file an application rupees but which may
before the Tribunal on extend to one lakh rupees
behalf of the members
or depositors for
seeking all or any of
the following orders,
namely.
73. 247 Valuation by Where a valuation is If a valuer contravenes the
Registered required to be made in provisions of this section or
valuers. respect of any the rules made thereunder,
property, stocks, the valuer shall be
shares, debentures, punishable with fine which
securities or goodwill shall not be less than
or any other assets twenty-five thousand
(herein referred to as rupees but which may
the assets) or net worth extend to one lakh rupees:
of a Company or its
liabilities under the
provision of this Act, it
shall be valued by a
person having such
qualifications and
experience and
registered as a valuer
 in such manner, on
such terms and
conditions as may be
prescribed and
appointed by the audit
committee or in its
absence by the Board
of Directors of that
Company.
74. 248(2) Restrictions A Company may, after If a Company files an
on making extinguishing all its application under sub-
application under liabilities, by a special section (2) of section 248
section 248 in resolution or consent in violation of sub-section
certain situations of seventy-five per (1) of Section 249, it shall
cent.Members in terms be punishable with fine
of paid-up share which may extend to one
capital, file an lakh rupees.
application in the
prescribed manner to
the Registrar for
removing the name of
the Company from the
register of companies
on all or any of the
grounds specified in
sub-section (1) and the
Registrar shall, on
receipt of such
application, cause a
public notice to be
issued in the prescribed
manner.
75. 267 Punishment for Whoever violates the
certain offences. provisions of this Chapter
or any scheme, or any
order, of the Tribunal or the
Appellate Tribunal or
makes a false statement or
gives false evidence
before the Tribunal or the
Appellate Tribunal or
attempts to tamper with the
records of reference or
appeal filed under this Act,
he shall be punishable with
imprisonment for a term
which may extend to seven
years and with fine which
may extend to ten lakh
rupees.
76. 274 Directions for Where a petition for
Filing statement winding up is filed
of affairs before the Tribunal by
any person other than
the Company, the
Tribunal shall, if
satisfied that a prima
facie case for winding
up of the Company is
made out, by an order
direct the Company to
file its objections along
with a statement of its
affairs within thirty
days of the order in
such form and in such
manner as may be
prescribed,
A Company, which
fails to file the
statement of affairs as
referred to in sub-
section (1), shall forfeit
the right to oppose the
petition and such
directors and officers
of the Company as
found responsible for
such non-compliance
77. 284 Promoters, The promoters,
directors, etc., to directors, officers and
Cooperate with employees, who are or
Company have been in
Liquidator employment of the
Company or acting or
associated with the
Company shall extend
full cooperation to the
Company Liquidator in
discharge of his
functions and duties.
78. 302 Dissolution of When the affairs of a
Company by Company have been
Tribunal. completely wound up,
the Company
Liquidator shall make
an application to the
Tribunal for
dissolution of such
Company. A copy of
If any director or officer of
the Company contravenes
the provisions of this
section, the director or the
officer of the Company
who is in default shall be
punishable with
imprisonment for a term
which may extend to six
months or with fine which
shall not be less than
twenty-five thousand
rupees but which may
extend to five lakh rupees,
or with both.
Where any person, without
reasonable cause, fails to
discharge his obligations
under this Section he shall
be punishable with
imprisonment which may
extend to six months or
with fine which may
extend to fifty thousand
rupees, or with both
If the Company Liquidator
makes a default in
forwarding a copy of the
order within the period
specified in sub-section (3),
the Company Liquidator
shall be punishable with
fine
which may extend to five
 the order shall, within thousand rupees for every
thirty days from the day during which the
date thereof, be default continues
forwarded by the
Company Liquidator to
the Registrar who shall
record in the register
relating to the
Company a minute of
the dissolution of the
Company.
79. 305 Declaration of Where it is proposed to Any director of a Company
solvency in case wind up a Company making a declaration under
of proposal to voluntarily, its director this section without having
wind up or directors, or in case reasonable grounds for the
voluntarily the Company has more opinion that the Company
than two directors, the will be able to pay its debts
majority of its in full from the proceeds of
directors, shall, at a assets sold in voluntary
meeting of the Board, winding up shall be
make a declaration punishable with
verified by an affidavit imprisonment for a term
to the effect that they which shall not be less than
have made a full three years but which may
inquiry into the affairs extend to five years or with
of the Company and fine which shall not be less
they have formed an than fifty thousand rupees
opinion that the but which may extend to
Company has no debt three lakh rupees, or with
or whether it will be both
able to pay its debts in
full from the proceeds
of assets sold in
voluntary winding up.
80. 306 Meeting of The Company shall If a Company contravenes
Creditors along with the calling the provisions of this
of meeting of the section, the Company shall
Company at which be punishable with fine
the resolution for the which shall not be less than
voluntary winding up fifty thousand rupees but
is to be proposed, which may extend to two
cause a meeting of its lakh rupees and the director
creditors either on the of the Company who is in
same day or on the default shall be punishable
next day and shall with imprisonment for a
cause a notice of such term which may extend to
meeting to be sent by six months or with fine
registered post to the which shall not be less than
creditors with the fifty thousand rupees but
notice of the meeting which may extend to two
 of the Company under lakh rupees, or with both.
section 304. The notice
of any resolution
passed at a meeting of
creditors in pursuance
of this section shall be
given by the Company
to the Registrar within
ten days of the passing
thereof.

81. 307 Publication Where a Company has If a Company contravenes

of resolution passed a resolution for the provisions of sub-
to wind up voluntary winding up section (1), the Company
voluntarily. and a resolution under and every officer of the
sub-section (3) of Company who is in default
section 306 is passed, shall be punishable with
it shall within fourteen fine which may extend to
days of the passing of five thousand rupees for
the resolution give every day during which
notice of the resolution such default continues
by advertisement in the
Official Gazette and
also in a newspaper
which is in circulation
in the district where
the registered office or
the principal office of
the Company is situate.
82. 312 Notice of The Company shall If a Company contravenes
appointment give notice to the the provisions of section ,
of Company Registrar of the the Company and every
Liquidator to appointment of a officer of the Company
be given to Company Liquidator who is in default shall be
Registrar along with the name punishable with fine which
and particulars of the may extend to five hundred
Company Liquidator, rupees for every day during
of every vacancy which such default
occurring in the office continues
of Company
Liquidator, and of the
name of the Company
Liquidator appointed
to fill every such
vacancy within ten
days of such
appointment or the
occurrence of such
vacancy.
83. 314 Powers and duties The Company If the Company Liquidator
 of Company Liquidator shall fails to comply with the
Liquidator in perform such functions provisions of this section
voluntary and discharge such except sub-section (5) he
winding up duties as may be shall be punishable with
determined from time fine which may extend to
to time by the ten lakh rupees.
Company or the
creditors, as prescribed
under section 314
84. 314(5) Powers and duties The Company The Company Liquidator
of Company Liquidator shall shall prepare quarterly
Liquidator in perform such functions statement of accounts in
voluntary and discharge such such form and manner as
winding up duties as may be may be prescribed and file
determined from time such statement of accounts
to time by the duly audited within thirty
Company or the days from the close of each
creditors, as the case quarter with the Registrar,
may be. failing which the Company
Liquidator shall be
punishable with fine which
may extend to five
thousand rupees for every
day during which the
failure continues
85. 316 Company The Company If the Company Liquidator
Liquidator to Liquidator shall report fails to comply with the
submit report quarterly on the provisions of section, he
on progress progress of winding up shall be punishable, in
of winding of the Company in respect of each such
up. such form and in such failure, with fine which
manner as may be may extend to ten lakh
prescribed to the rupees
members and creditors
and shall also call a
meeting of the
members and the
creditors as and when
necessary but at least
one meeting each of
creditors and members
in every quarter and
apprise them of the
progress of the
winding up of the
Company in such form
and in such manner as
may be prescribed.
86. 318 Final meeting As soon as the affairs If the Company Liquidator
and dissolution of of a Company are fully fails to comply with the
Company. wound up, the provisions of this section,
Company Liquidator he shall be punishable with
shall prepare a report fine which may extend to
of the winding up one lakh rupees.
showing that the
property and assets of
the Company have
been disposed of and
its debt fully
discharged or
discharged to the
satisfaction of the
creditors and thereafter
call a general meeting
of the Company for the
purpose of laying the
final winding up
accounts before it and
giving any explanation
therefore.
Within two weeks after
the meeting, the
Company Liquidator
shall-
(a) send to the
Registrar-
(i) a copy of the final
winding up accounts of
the Company and shall
make a return in
respect of each
meeting and of the date
thereof; and
(ii) copies of the
resolutions passed in
the meetings; and
(b) file an application
along with his report
under sub-section (1)
in such manner as may
be prescribed along
with the books and
papers of the Company
relating to the winding
up, before the Tribunal
for passing an order of
dissolution of the
Company. The
Company Liquidator
shall file a copy of the
 order under sub-
section (5) with
the Registrar within
thirty days
87. 336 Offences by If any person, who is He shall be punishable with
officers of or has been an officer imprisonment for a term
companies in of a Company which, which shall not be less than
Liquidation. at the time of the three years but which may
commission of the extend to five years and
alleged offence, is with fine which shall not be
being wound up, less than one lakh rupees
whether by the but which may extend to
Tribunal or voluntarily, three lakh rupees
or which is
subsequently ordered
to be wound up by the
Tribunal or which
subsequently passes a
resolution for
voluntary winding up
and does not deliver up
to the Company
Liquidator, or as he
directs, all such part
of the movable and
immovable property of
the Company as is in
his custody or under
his control and which
he is required by law to
deliver up.
88. 336(2) Offences by Where any person pawns,
officers of pledges or disposes of any
companies in property in circumstances
liquidation which amount to an
offence under sub-clause
(viii) of clause (d) of sub-
section (1), every person
who takes in pawn or
pledge or otherwise
receives the property,
knowing it to be pawned,
pledged, or disposed of in
such circumstances as
aforesaid, shall be
punishable with
imprisonment for a term
which shall not be less than
three years but which may
extend to five years and
 with fine which shall not be
less than three lakh rupees
but which may
extend to five lakh rupees

89. 337 Penalty for If any person, being at He shall be punishable with
frauds by the time of the imprisonment for a term
officers commission of the which shall not be less than
alleged offence an one year but which may
officer of a Company extend to three years and
which is subsequently with fine which shall not be
ordered to be wound less than one lakh rupees
up by the Tribunal or but which may extend to
which subsequently three lakh rupees
passes a resolution for
voluntary winding up-
(a) has, by false
pretences or by means
of any other fraud,
induced any person
to give credit to the
Company.
(b) with intent to
defraud creditors of the
Company or any other
person has made or
caused to be made any
gift or transfer of, or
charge on, or has
caused or connived at
the levying of any
execution against, the
property of the
Company.
90. 338 Liability where Where a Company is Every officer of the
proper accounts being wound up, if it is Company who is in default
not kept. shown that proper shall, unless he shows that
books of account were he acted honestly and that
not kept by the in the circumstances in
Company throughout which the business of the
the period of two years Company was carried on,
immediately preceding the default was excusable,
the commencement of be punishable with
the winding up, or the imprisonment for a term
period between the which shall not be less than
incorporation of the one year but which may
Company and the extend to three years and
commencement of the with fine which shall not be
winding up, whichever less than one lakh rupees
is shorter. but which may extend to
 three lakh rupees
91. 342 Prosecution If it appears to the If a person fails or neglects
of delinquent Company Liquidator in to give assistance required
officers and the course of a by sub-section (5), he shall
members of voluntary winding up be liable to pay fine which
Company that any person, who is shall not be less than
or has been an officer, twenty-five thousand
or any member, of the rupees but which may
Company has been extend to one lakh rupees
guilty of any offence in
relation to the
Company under this
Act, he shall forthwith
report the matter to
the Registrar and shall
furnish to him such
information and give to
him such access to and
facilities for inspecting
and taking copies of
any books and papers,
being information or
books and papers in
the possession or under
the control of the
Company Liquidator
and relating to the
matter in question, as
the Registrar may
require.
92. 344 Statement Where a Company is If a Company contravenes
that Company being wound up, the provisions of sub-
is in liquidation whether by the section (1), the Company,
Tribunal or voluntarily, and every officer of the
every invoice, order Company, the Company
for goods or business Liquidator and any receiver
letter issued by or on or manager, who willfully
behalf of the Company authorizes or permits the
or a Company non-compliance, shall be
Liquidator of the punishable with fine which
Company, or a receiver shall not be less than fifty
or manager of the thousand rupees but which
property of the may extend to three lakh
Company, being a rupees.
document on or in
which the name of the
Company appears,
shall contain a
statement
that the Company is
 being wound up
93. 347 Disposal of books When the affairs of a If any person acts in
and papers of Company have been contravention of any rule
Company completely wound up framed or an order made
and it is about to be under sub-section (3), he
dissolved its books and shall be punishable with
papers and those of the imprisonment for a term
Company Liquidator which may extend to six
may be disposed of as Months or with fine this
follows. may extend to fifty
The Central thousand rupees, or with
Government may, by both.
rules-
(a) Prevent for such
period as it thinks
proper the destruction
of the books and
papers of a Company
which has been wound
up and of its Company
Liquidator.
94. 348 Information If the winding up of a If a Company Liquidator
as to pending Company is not makes 45illful default in
liquidations concluded within one causing the statement
year after its referred to in sub-section
commencement, the (1) audited by a person
Company Liquidator who is not qualified to act
shall, unless he is as an auditor of the
exempted from so Company, the Company
doing either wholly or Liquidator shall be
in part by the Central punishable with
Government, within imprisonment for a term
two months of the which may extend
expiry of such year to six months or with fine
and thereafter until the which may extend to one
winding up is lakh rupees, or with both.
concluded, at intervals
of not more than one
year or at such shorter
intervals, if any, as
may be prescribed, file
a statement in such
form containing such
particulars as may be
prescribed, duly
audited, by a person
qualified to act as
auditor of the
Company, with respect
to the proceedings in,
 and position of, the
liquidation.
95. 356 Powers of It shall be the duty of If the Company Liquidator
Tribunal to the Company or the person fails so to do,
declare Liquidator or the the Company Liquidator
dissolution of person on whose or the person shall be
Company void. application the order punishable with fine which
was made, within may extend to ten thousand
thirty days after the rupees for every day during
making of the order or which the default continues
such further time as the
Tribunal may allow, to
file a certified copy of
the order with the
Registrar who shall
register the same
96. 392 Punishment Without prejudice to the
For contravention provisions of section 391,
if a foreign Company
contravenes the provisions
of this Chapter, the foreign
Company shall be
punishable with fine which
shall not be less than one
lakh rupees but which may
extend to three lakh rupees
and in the case of a
continuing offence, with an
additional fine which may
extend to fifty
97. 405 Power of Central The Central The Company shall be
Government to Government may, by punishable with fine which
direct companies order, require may extend to twenty-five
to furnish companies generally, thousand rupees and every
information or any class of officer of the Company
or statistics companies, or any who is in default, shall be
Company, to furnish punishable with
such information or imprisonment for a term
statistics with regard to which may extend to six
their or its constitution months or with fine which
or working, and within shall not be less than
such time, as may be twenty-five thousand
specified in the order rupees but which may
If any Company fails extend to three lakh rupees,
to comply with an or with both
order made under sub-
section (1) or
subsection (3), or
knowingly furnishes
any information or
 statistics which is
incorrect or incomplete
in any material respect,
98. 441 Compounding Where any offence is Any officer or other
of certain compounded under this employee of the Company
offences section, whether before who fails to comply with
or after the institution any order made by the
of any prosecution, an Tribunal or the Regional
intimation thereof shall Director or any officer
be given by the authorised by the Central
Company to the Government under sub-
Registrar within seven section (4) shall be
days from the date on punishable with
which the offence is so imprisonment for a term
compounded. which may extend to six
months, or with fine not
exceeding one lakh rupees,
or with both.
99. 447 Punishment Without prejudice to Any person who is found
for fraud any liability including to be guilty of fraud, shall
repayment of any debt be punishable with
under this Act or any imprisonment for a term
other law for the time which shall not be less than
being in force six months but which may
extend to ten years and
shall also be liable to fine
which shall not be less than
the amount involved in the
fraud, but which may
extend to three times the
amount involved in
the fraud.
100. 449 Punishment If any person He shall be punishable with
for false intentionally gives imprisonment for a term
evidence. false evidence- which shall not be less than
(a) upon any three years but which may
examination on oath or extend to seven years and
solemn affirmation, with fine which may
authorised under this extend to ten lakh rupees
Act; or
(b) in any affidavit,
deposition or solemn
affirmation, in or about
the winding up of any
Company under this
Act, or otherwise in or
about any matter
arising under this Act.
101. 450 Punishment If a Company or any The Company and
where no specific officer of a Company every
 penalty or or any other person officer of the
punishment is contravenes any of Company who is in
provided. the provisions of this default or such other
Act or the rules made person shall be
thereunder, or any punishable with fine
condition, limitation or which may extend to
restriction subject to ten thousand rupees,
which any approval, and where the
sanction, consent, contravention is
confirmation, continuing one,
recognition, direction with a further fine
or exemption in which may extend to
relation to any matter one thousand rupees
has been accorded, for every day after
given or granted, and the first
for which no penalty or during which the
punishment is provided contravention
elsewhere in this Act, continues.
102. 451 Punishment If a Company or an Company and every
in case of officer of a Company officer
repeated default. commits an offence Thereof who is in
punishable either with default shall be
fine or with punishable with twice
imprisonment and the amount of fine for
where the same such offence in
offence is committed addition to any
for the second or imprisonment
subsequent occasions provided for that
within a period of three offence.
years,
103. 452 Punishment If any officer or He shall, on the
for wrongful employee of a complaint of the
withholding Company- Company or of any
of property. (a) wrongfully obtains member or creditor or
possession of any contributory thereof,
property, including be punishable with
cash of the Company fine which shall not
(b) having any such be less than one lakh
property including rupees but which
cash in his possession, may
wrongfully withholds extend to five lakh
it or knowingly applies rupees.
it for the purposes
other than those
expressed or directed
in the articles and
authorised by this Act.
104. 453 Punishment If any person or He shall be
for improper persons trade or carry punishable with fine
use of Limited on business under any which shall not be
 or Private name or title, of which less than five
Limited the word Limited or hundred rupees but
the words Private may extend to two
Limited or any thousand rupees for
contraction or every day for which
imitation thereof is or that name or
are the last word or title has been used.
words, that person or
each of those persons
shall, unless duly
incorporated with
limited liability, or
unless duly
incorporated as a
private Company with
limited liability, as the
case may be.
105. 454 Adjudication The adjudicating Where Company does
of penalties. officer may, by an not pay the penalty
order impose the imposed by the
penalty on the adjudicating officer or
Company and the the Regional Director
officer who is in within a period of
default stating any ninety days from the
non-compliance or date of the receipt of
default under the the copy of the order,
relevant provision of the Company shall be
the Act. The punishable with fine
adjudicating officer which shall not be
shall, before imposing less than twenty five
any penalty, give a thousand rupees but
reasonable opportunity which may extend to
of being heard to such five lakh rupees.
Company and the
officer who is in
default.
(5) Any person
aggrieved by an order
made by the
adjudicating officer
under
sub-section (3) may
prefer an appeal to the
Regional Director
having jurisdiction in
the matter.
106. 464 Prohibition of No association or Every member of an
association partnership consisting association or
or partnership of more than such partnership carrying
of persons number of persons as on business in
 exceeding certain may be prescribed contravention of sub-
number. shall be formed for the section (1) shall be
purpose of carrying on punishable with fine
any business that has which may extend to
for its object the one lakh rupees and
acquisition of gain by shall also be
the association or personally liable for
partnership or by the all liabilities incurred
individual members in such business
thereof, unless it is
registered as a
Company under this
Act or is formed under
any other law for the
time being in force:
Provided that the
number of persons
which may be
prescribed under this
sub-section shall not
exceed one hundred.
107. 469 Power of The central Any rule made under
Central Government may, by sub-section (1) may
Government notification, make provide that a
to make rules rules for carrying out contravention thereof
the provisions of this shall be punishable
Act. with fine which may
extend to five
thousand rupees and
where the
contravention is a
continuing one, with
a further fine which
may extend to five
hundred
rupees for every day
after the first during
which such
contravention
continues.

THE SHORT SUMMARY ABOUT FINES &

PENALTIES
Amit Dharmani
Mittal Corp Limited, Indore