Appendix 29
TABLE SHOWING OFFENCES COVERED BY SECTION 5 UNDER
THE EXPRESSION "OFFICER WHO IS IN DEFAULT" TABLE ALSO DESCRIBES
NATURE OF OFFENCES COVERED BY SECTION 5, UNDER WHAT PROVISIONS & PERSONS
WHO ARE IN DEFAULT
The expression 'officer who
is in default' appears in several penal provisions of the Act, and the officers
identifted in section 5 above are liable for these defaults. The number of
sections wherein the said expression appears are listed below :-
|
Section |
Section |
Section |
Section |
|
|
22(2) |
95(3) |
163(5) |
233B(11) |
|
|
39(2) |
97(3) |
165(9) |
250(10) |
|
|
40(2) |
107(5) |
168 |
269(10)(b) |
|
|
43A(5) |
111(9) |
176(2) |
269(11) |
|
|
44(3) |
111(12) |
176(4) |
292A(10) |
|
|
49(9) |
113(1) |
187C(5)(b) |
293A(5)(b) |
|
|
58A(5)(b) |
115(6) |
188(8) |
294(8) |
|
|
58A(6)(b) |
118(2) |
192(5) |
301(4) |
|
|
72(3) |
127(2) |
192(6) |
302(5) |
|
|
73(2) |
142(1) |
192A(6) |
303(3) |
|
|
73(2A) |
142(2) |
193(6) |
304(2) |
|
|
73(2B) |
144(3) |
196(3) |
307(7) |
|
|
73(3) |
146(4) |
197(2) |
307(8) |
|
|
75(4) |
147(2) |
205A(8) |
370(1E) |
|
|
76(5) |
148(2) |
209A(8) |
372(8) |
|
|
77(4) |
150(2) |
218 |
372A(9) |
|
|
77A(11) |
151(4) |
219(3) |
372A(10) |
|
|
79(4) |
152(3) |
219(4) |
374 |
|
|
80(6) |
154(2) |
220(3) |
383A(1A) |
|
|
80A(3)(b) |
157(3) |
223(4) |
391(5) |
|
|
84(3) |
158(9) |
224(4) |
393(4) |
|
|
89(3) |
162(1) |
232 |
394(3) |
|
|
404(4) |
485(2) |
501(2) |
615(6) |
|
|
416(3)(b) |
493(3) |
541(1) |
629A |
|
|
423 |
500(5) |
598 |
|
|
TABLE I‑Offences not covered by section 5
The expression 'officer who
is in default' does not appear in many penal provisions of the Act, in respect
of which the provisions of section 5 will have no application and prosecution,
in such cases, will lie against the officers or persons specified, in
respective sections. The provisions of the Act, not covered by section 5, are
mentioned below
|
Section |
Nature of
offence |
Persons who
are Responsible |
|
|
11(5) |
Being a member of a company, association or
partnership exceeding certain numbers |
Every person who is a member. |
|
|
25(10) |
Failure to remove name of Chambers of Commerce
consequent upon revocation of licence |
Body making the default |
|
|
44(4) |
Filing with Registrar prospectus or statement in
lieu of prospectus containing my untrue statement |
Any person who authorised the filing of the
document |
|
|
56(3) |
Issue of application form without salient features
of prospectus or non‑supply of copy of prospectus on demand |
Any person who acts in contravention |
|
|
58A(10) |
Failure to comply with Order of CLB granting
extension of time for making repayment of deposits |
Whoever fails to comply with the order |
|
|
58AA |
Failure to intimate to the Company Law Board of
any default made in repayment of any deposit or part thereof or interest
thereon within the prescribed time and also for failure to comply with the
order of the Company Law Board. |
Whoever knowingly fails to comply with the
provisions of the section or any order of the Company Law Board. |
|
|
59(1) |
Issue of prospectus in contravention of section 57
or 58. |
The company and every person who is knowingly a
party to the issue thereof |
|
|
60(5) |
Issuing prospectus without delivering copy to the
Registrar or without endorsing on or attaching document with the prospectus |
The Company and every person who is knowingly a
party |
|
|
63(1) |
Mis‑statement in prospectus |
Every person who authorises issue of prospectus |
|
|
68 |
Fraudulently inducing persons to invest money |
Any person who, either by knowingly or reck
lessly making any statement, promise or forecast which is false etc. |
|
|
68A(1) |
Application made for subscription of shares in a
fictitious name |
Any person who makes an application in fictitious
name, etc. |
|
|
69(4) |
Failure to keep application moneys in Scheduled |
Every promoter, director or other person who is
knowingly responsible for such contravention |
|
|
70(4) |
Failure to file statement in lieu of prospectus |
The company and every director who wilfully
authorises or permits the contravention |
|
|
70(5) |
Delivery to the Registrar statement in lieu of
prospectus which includes untrue statement |
Any person who authorised the delivery of
statement in lieu of prospectus for registration |
|
|
75(4)proviso |
Default in stating in return of allotment any
shares as allotted for cash, if cash has actually not been received. |
Every officer or promoter who is guilty of
contravention |
|
|
105 |
Concealing name of creditor etc. |
Any officer who knowingly conceals the name |
|
|
116 |
Deceitfully personating as owner of any shares or
interest in a company |
Any person who deceitfully personates an owner |
|
|
133(2) |
Delivering debenture or certificate of debenture
stock without endorsing on it certificate of registration |
Any person who knowingly delivers or wilfully
authorises or permits the delivery |
|
|
137(3) |
Default in complying with the provisions of
section 137 regarding appointment of receiver or manager |
Any person who makes default |
|
|
143(2) |
Failure to make entry in Register of charges |
Any officer who knowingly omits or wilfully
authorises or perrmits the omission |
|
|
147(2) |
Misuse of seal, letter heads, etc., by an Officer |
Any Officer or any person on its behalf who uses
or authorises the use of the seal, etc. |
|
|
149(2A) |
Commencement of any new business in contravention
of this sub-section |
Every person who is resopnsible for the
contravention |
|
|
149(6) |
Commencement of business or exercising borrowing
powers in contravention of section 149 |
Every person who is responsible for the
contravention |
|
|
202(1) |
Discharging functions of a director by an
undischarged insolvent. |
Any person, being an undischarged insolvent |
|
|
203(7) |
Acting as a director in contravention of the order
of Court. |
Any person who acts in contravention of the order |
|
|
207 |
Failure to distribute dividend wihtin 42 days |
Every director etc, who is knowingly a party to
the default |
|
|
209(5)/(7) |
Failure to keep proper books of account |
Persons referred to in section 209(6) who failed
to take reasonable steps or charged for compliance of these provisions |
|
|
210(5) |
Failure to lay balance-sheet and profit and loss
account at the AGM |
Any director who fails to take all reasonable
stepts or person charged for compliances of these provisions |
|
|
211(7)/(8) |
Failure to prepare balance-sheet and profit and
loss account showing a true and fair view |
Persons referred to in section 211(6) or charged
for compliance of these provisions |
|
|
212(9)/(10) |
Failure to attach accounts of subsidiary company,
etc. |
Persons referred to in section 212(6) or charged
for compliance of these provisions |
|
|
221(4) |
Failure to disclose certain payments to the
Company |
Any person who knowingly makes default in
performing the duty |
|
|
234(4) |
Failure to furnish information or explanation or
production of books and papers |
All persons who are officers of the company |
|
|
240(3) |
Disobedience to the Court’s order directing
production of books before inspector |
Any person who fails without reasonable cause or
refuses |
|
|
248(4) |
Failure to give information to the Central Govt.,
as required |
Any person who fails to give information |
|
|
250(9) |
Exercise of right in respect of shares/ debentures
in violation of restrictions imposed by CLB |
Any person who exercises any right, etc. |
|
|
272 |
Acting as director without holding qualification
shares |
Any person who acts as such director |
|
|
279 |
Holding office of director in more than 20
companies |
Any person who holds such office |
|
|
283(2A) |
Functioning as a director after vacation of office |
A person who knows that the office held by him has
become vacant |
|
|
286(2) |
Default in giving notice of Board Meetings |
Every officer whose duty is to give notice |
|
|
295(4) |
Loans to directors etc. without approval of
Central Govt. |
Every person
who is knowingly a party to the contravention including the person to whom
loan is made. |
|
|
299(4) |
Failure to disclose interest in a contract by the
director |
Every director who fails to comply |
|
|
300(4) |
participation in Board Meeting by interested
director |
Every director who knowingly contravenes this
provision |
|
|
305(1) |
Failure by a director, etc. to inform change of
his particulars |
Every such director, etc. |
|
|
308(3) |
Failure to make disclosure of shareholding by a
director |
Any person who fails to comply with this provision |
|
|
320(3) |
Failure to secure particulars regarding payment to
directors stipulated in sub section (1) |
Any such director who fails to take reasonable
steps |
|
|
322(3) |
Default in giving notice under this section |
Any director etc. or officer who makes default |
|
|
371(1) |
Contravention of the provisions of section 369,
370 or 370A in regard to loans to companies |
Any person who is a party to the contravention |
|
|
393(5) |
Failure to give information by directors relating
to compromise or arrangement |
Every director and trustee for debenture holdings |
|
|
407(2) |
Acting as a director in contravention of
section407(1)(b) |
Any person who knowingly acts |
|
|
420 |
Failure to collect P.F. contribution and payment
to the Trust |
Any officer who knowingly contravenes this
provision |
|
|
454(5) |
Default in making statement to Official Liquidator |
Any person who does not comply with requirements
of section 454 |
|
|
454(7) |
Untruthfully claiming to be a creditor or
contributory |
Any person making the untruthful claim. |
|
|
481(3) |
Not forwarding copy of order of dissolution to the
Registrar |
The Liquidator |
|
|
488(3) |
Making a false declaration of solvency |
Any director who makes the declaration |
|
|
495(2) |
Failure to call creditor's meeting |
The Liquidator |
|
|
496(2) |
Failure to call general meeting and submit
accounts |
The Liquidator |
|
|
497(3) |
Failure to submit account and return of winding up
to the Registrar and Official Liquidator |
The Liquidator |
|
|
497(7) |
Failure to call final meeting after affairs of
company are fully wound up |
The Liquidator |
|
|
509(3) |
Failure to submit accounts and return of the
winding up to the Registrar and the Official Liquidator (in case of
insolvency) |
The Liquidator |
|
|
509(7) |
Failure to call final meeting or meeting of
creditors after affairs of company arc fully wound up (in case of insolvency) |
The Liquidator |
|
|
514 |
Offering corrupt inducement to secure appointment
or, prevent someone else's appointment as company's liquidator |
The Liquidator |
|
|
516 |
Failure to publish and give notice of appointment
as liquidator |
The Liquidator |
|
|
538 |
Several acts of omission/commission committed before
and after winding up |
Past or present officers of the company |
|
|
539 |
Falsification of accounts; destruction,
mutilation, etc. of books, papers or securities |
Any officer or contributory of the company which
is being wound up |
|
|
540 |
Acts done with intent to defraud creditors |
Any officer of the company who committed the
stipulated acts. |
|
|
542 |
Business carried on with intent to defraud
creditors or any other persons |
Persons who were knowingly parties to the carrying
on of business with intent to defraud, etc. |
|
|
545 |
Commission of any offence in relation to the com
pany |
Any past or present officer or any member of the
company who is found guilty |
|
|
547 |
Failure to make statement in invoice/order, etc,
that company is being wound up |
Any officer, liquidator receiver or manager who
wilfully authorises or permits the default |
|
|
550(4) |
Improper disposal of books and papers after
winding up |
Any person who contravenes rules or directions. |
|
|
551(4) |
Untruthfully claiming to be creditor or
contributory to obtain inspection of statement |
Any person making the untruthful claim |
|
|
551(5) |
Failure to file statement, pending liquidation, to
the court, Registrar or Central Government. |
The Liquidator |
|
|
559(2) |
Failure to file certified copy of order of
dissolution |
Any person on whose dissolution application order
was made |
|
|
606 |
Contravention of the provisions of sections 603,
604 and 605 relating to prospectus of foreign companies |
Any person who is knowingly responsible |
|
|
614A(2) |
Failure to file document with Registrar as
directed by Court |
Any officer or employee who fails to comply with
the order |
|
|
628 |
False statement made in any return, balance‑sheet,
prospectus etc. |
Any person making a false Statement knowing it to
he false. etc. |
|
|
629 |
False evidence given on oath or in any affidavit |
Any person who intentionally gives false evidence |
|
|
630(1) |
Wrongfully withholding of property of the company
by an officer or employee |
Who wrongfully with holds property |
|
|
630(2) |
Default in complying with the courts' order for
deleting of property |
Who fails to comply with courts' order |
|
|
631 |
Improper use of the words 'limited' or 'private
limited' |
Any person or persons who trade or carry on
business |
|
(offences punishable with fine only) [Vide sub‑section (1) of
section 621‑A]
|
Section |
Nature of
offence |
Penalty |
|
11(5) |
Being a member of a company. association or
partnership formed exceeding certain numbers. |
Fine up to Rs. 10,000/- |
|
22(2) |
Failure to comply with any direction given by
Central Govt. to change the name of an existing company. |
Fine up to Rs. 1000/- for every day during Which
default continues. |
|
25(10) |
Failure to remove name of Chambers of Commerce
consequent upon revocation of licence |
Fine up to Rs. 5000/‑ for every day during
default continues. |
|
39(2) |
Failure to send copies of memorandum, Articles or
agreement to members on demand. |
Fine up to Rs. 500/- |
|
40(2) |
Issue of altered copy of memorandum, articles,
resolutions or agreements. |
Fine up to Rs. 100/- for each copy. |
|
43A(5) |
Failure to inform Registrar about conversion of
private company |
Fine Rs. 5000/‑ per day |
|
44(3) |
Failure to file the prospectus or statement in
lieu of prospectus |
Fine up to Rs. 5000/‑ per day |
|
49(9) |
Failure to comply with the provisions of sub-
sections (1) to (8) relating to investments. |
Fine up to Rs. 50,000/ |
|
56(3) |
Issue of application form without salient features
of prospectus or non‑supply of copy of prospectus on demand. |
Fine up to Rs. 50,000/‑ |
|
58A(5)(a) |
Failure by a company to make repayment in terms of
sub‑section (3)(c)/(4) |
Fine not less than twice the amount of deposit not
repaid |
|
58A(5)(a)(i) |
Acceptance of deposits in excess of prescribed
limits and contrary to rules |
Fine not less than the amount of deposits |
|
58A(5)(a)(ii) |
Invitation of deposits in excess of prescribed
limits and contrary to rules |
Fine up to Rs. 10,00,000/‑ but not less than
Rs. 50,000/- |
|
59(1) |
Issue of prospectus in contravention of section 57
or 58 |
Fine up to Rs. 50,000/‑ |
|
60(5) |
Issue of prospectus without the copy thereof being
filed with the Registrar |
Fine up to Rs. 50,000/- |
|
69(4) |
Failure to keep application moneys in Scheduled
Bank |
Fine up to Rs. 50,000/‑ |
|
70(4) |
Failure to file statement in lieu of prospectus |
Fine up to Rs. 10,000/- |
|
72(3) |
Prohibition for allotment of shares unless the
conditions as specified in the section are fulfilled. |
Fine up to Rs. 50,000/- |
|
73(2B) |
Default in repayment of application moneys and
interest |
Fine up to Rs. 50,000/- |
|
73(3) |
Failure to keep application moneys in Scheduled
Bank |
Fine up to Rs. 50,000/- |
|
75(4) |
Failure to comply with the provisions Section 75
relating to return of allotment |
Fine up to Rs. 5000/- per day |
|
76(5) |
Failure to comply with the provision relating to
commission and discount |
Fine up to Rs. 5000/- |
|
77(4) |
Contravening provisions on purchase by company or
loans by company for purchase (if its own or its holding company's shares. |
Fine up to Rs. 10,000/- |
|
79(4) |
Omitting to include in prospectus certain
particulars relating to the issue of shares at a discount contained in sub‑section
(4) |
Fine up to Rs. 500/- |
|
80(6) |
Non‑compliance with the provisions of the
section relating to issue of redeemable preference shares |
Fine up to Rs, 10,000/‑ |
|
80A(3)(a) |
Failure to comply with the requirement relating to
redemption of irredeemable preference shares |
Fine up to Rs. 10.000/‑ |
|
84(3) |
Fraudulently renewing or issuing of duplicate
share certificates by a company |
Fine up to Rs. 1,00,000/‑ |
|
89(3) |
Non‑compliance with the provisions of the
sub section relating to termination of disproportion- ately excessive voting
rights in existing companies. |
Fine up to Rs. 10.000/- |
|
95(3) |
Failure to give to the Registrar notice of
consolidation, etc., of share capital in accordance with day. section 95(1) |
Fine up to Rs. 500/‑ per day |
|
97(3) |
Failure to file with the Registrar notice of
increase of capital or of members within thirty days of passing of
resolution. |
Fine up to Rs. 500/‑ per day |
|
107(5) |
Failing to forward to the Registrar a copy of
order of the court in regard to variation of shareholders’ rights |
Fine up to Rs. 500/‑ |
|
111(9) |
Non‑compliance with the order of Company Law
Board relating to registration of transfer. |
Fine up to Rs. 10,000/‑ and Rs. 1,000/‑
per day |
|
111(12) |
Default in complying with the provisions of
section 111 |
Fine up to Rs. 500/‑ per day |
|
113(2) |
Failure to complete and having ready for delivery
share or debenture certificate within two months of allotment, etc. |
Fine up to Rs. 5,000/‑ per day |
|
115(6) |
Non‑compliance with the requirements of
section 115 relating to entries in the register in respect of share warrants |
Fine up to Rs. 500/‑ per day |
|
118(2) |
Failure to forward a copy of debenture trust deed
to members or debenture holders within seven days at their request |
Fine up to Rs. 500/‑ and further fine up to
Rs. 200/‑ per day |
|
127(2) |
Failure to deliver to the Registrar for
registration particulars of charges on company acquiring property subject to
charge |
Fine up to Rs. 5,000/‑ |
|
133(2) |
Delivering debenture or certificate of debenture
stock without endorsing on it certificates of registration. |
Fine up to Rs. 10.000/‑ |
|
137(3) |
Default in complying with the provisions of
section 137 regarding appointment of receiver or manager. |
Fine up to Rs. 500/‑ |
|
142(1) |
Failure to file with the Registrar for
registration particulars of any charge etc. |
Fine up to Rs. 5000/‑ per day |
|
142(2) |
Not complying with any of the requirements of the
Act as to registration with the Registrar of any charge, etc. |
Fine up to Rs. 10.000/‑ |
|
143(2) |
Failure to make entry in register of charges |
Fine up to Rs. 5000/‑ |
|
144(3) |
Refusing to allow inspection of copies of
instruments creating charges and company's register of charges |
Fine up to Rs. 500/‑and further fine up to
Rs.200/‑ per day |
|
146(4) |
Non‑compliance with the requirements of
section 146 in regard to registered office |
Fine up to Rs. 500/‑ per day |
|
147(2) |
Non‑compliance with the previsions of
section 147(1)(a) or in regard to painting or affixing its name and address
of registered office outside office or place of business. |
Fine up to Rs. 500/‑ per day |
|
147(3) |
Non‑compliance with the provisions of
section 147(1)(b) or (c) in regard to engraving name on seal and mentioning
name and registered office in business letters, etc. |
Fine up to Rs. 5000/- |
|
147(4) |
Misuse of seal, letterhead etc. by an Officer |
Fine up to Rs. 5000/‑ |
|
148(2) |
Non‑compliance with the requirements of
section 148(1) regarding publication of authorised as well as subscribed and
paid‑up capital. |
Fine up to Rs. 10.000/‑ |
|
149(2A) |
Commencement of any new business in contravention
of this sub‑section |
Fine up to Rs. 5000/‑ per day |
|
149(6) |
Commencement of business or exercising borr-owing
powers in contravention of section 149. |
Fine up to Rs. 5000/‑ per day |
|
150(2) |
Failure to maintain register of members |
Fine up to Rs. 500/‑ per day |
|
151(4) |
Committing default in complying with the
provisions of sub‑sections (1) to (3) relating to index of members |
Fine up to Rs. 500/‑ |
|
152(3) |
Committing default in complying with the
requirements of sub‑sections (1) and (2) regarding register and index
of debenture‑ holders. |
Fine up to Rs. 500/‑ |
|
153B(3)(a) |
Failure to make a declaration by the trustee |
Fine up to Rs. 1000/‑ per day |
|
154(2) |
Closing register of members or debenture‑
holders otherwise than in compliance with the provisions of section 154(1) |
Fine up to Rs. 5000/‑ per day |
|
157(3) |
Failure to file with the Registrar notice of
situation of office where foreign register is kept. |
Fine up to Rs. 500/‑ per day |
|
158(9) |
Not transatitting to registered office in India
copies of entries in foreign register and not keeping at registered office in
India duplicate of foreign register. |
Fine up to Rs. 500/‑ |
|
162(1) |
Non‑compliance with the provisions of
section 150, 160 or 161 regarding annual return. |
Fine up to Rs. 500/‑ per day |
|
163(5) |
Refusing inspection, making of any extract or
sending any copy within specified time, of registers, returns, etc. |
Fine up to Rs. 500/‑ per day |
|
165(9) |
Non‑compliance with the provisions relating
to statutory meeting |
Fine up to Rs. 5000/‑ |
|
168 |
Failing to hold annual general meeting in
accordance with section 166 or to comply with any directions of Central
Government under section 167(1). |
Fine up to Rs. 50,000/‑ and further fine up
to Rs. 2500/‑ per day |
|
176(2) |
Omitting to state in notice of meeting that a
member is entitled to appoint proxy and that proxy need not be a member. |
Fine up to Rs. 5000/‑ per day |
|
176(4) |
Invitation to appoint proxy specified in the
invitation issued at Company's expense |
Fine up to Rs. 10.000/‑ |
|
187C(5)(a) |
Failure to file declaration not holding beneficial
interest in any share. |
Fine up to Rs. 10.000/‑ per day |
|
187C(5)(b) |
Failure to file return by the company |
Fine up to Rs. 1000/‑ per day |
|
188(8) |
Non‑compliance with the provisions of
section 188 regarding circulation of members' resolutions. |
Fine up to Rs. 50,000/‑ |
|
192(5) |
Failure to tile with the Registrar certain
resolutions or agreements in accordance with section 192(1) |
Fine up to Rs. 200/‑ per day |
|
192(6) |
Failure to annex copies of certain resolutions or
agreements to articles or not forwarding to members on request copy of
certain resolutions or agreements. |
Fine up to Rs. 500/‑ |
|
192A(6) |
Non‑compliance with the provisions of
section 192A(1) to (4) regarding passing of resolutions by postal ballot. |
Fine up to Rs. 50,000/‑ in respect of each
default. |
|
193(6) |
Non‑compliance with the provisions of section
193 regarding minutes of proceedings of general meetings and of board and
other meetings. |
Fine up to Rs. 500/‑ |
|
196(3) |
Refusing inspection of minutes book of general
meetings or not furnishing to member on request a copy of minutes within
specified time. |
Fine up to Rs. 5000/‑ for each default. |
|
197(2) |
Circulating or advertising proceedings of general
meetings without including certain particulars. |
Fine up to Rs. 5000/‑ |
|
205A(8) |
Failure to transfer the amount of accumulated
profits to unpaid dividend account and other provisions of section 205‑A |
Fine up to Rs. 5000/‑ per day |
|
218 |
Improper issue, circulation or publication of
balance‑sheet or profit and loss account |
Fine up to Rs. 5000/‑ |
|
219(3) |
Failure to send to members, etc., copies of
balance-sheet, auditors report, etc., twenty‑one days before date of
meeting |
Fine up to Rs. 5000/‑ |
|
219(4) |
Default in complying with certain demands for
copies of balance‑sheet, etc., within seven days of such demand |
Fine up to Rs. 5000/‑ |
|
220(3) |
Failure to file with the Registrar copies of
balance‑sheet, etc. |
Fine up to Rs. 500/‑ per day |
|
223(4) |
Non‑compliance by certain companies with the
provisions of section 223 regarding publication of half‑yearly
statement in the specified form |
Fine up to Rs. 500/‑ per day |
|
224(4) |
Failure to give notice to the Central Government
within seven days where no auditors are appointed at an annual general
meeting |
Fine up to Rs. 5000/‑ |
|
232 |
Failure of company to comply with the provisions
of sections 225 to 231 in regard to auditors. |
Fine up to Rs. 5000/‑ |
|
233B(11) |
Failure to comply with the provisions of section
233‑B regarding audit of cost accounts by the company |
Fine up to Rs. 50,000/‑ |
|
234(4) |
Failure to fumish information or explanation or
production of books and papers |
Fine up to Rs. 5000/‑ and further fine of
Rs. 500/- per day |
|
250(10) |
Otherwise contravening the restrictions imposed by
the Central Government during investigation of ownership of shares and
debentures |
Fine up to Rs. 50,000/‑ |
|
269(10) |
Order of CLB declaring that contravention of
requirement of Schedule XIII has taken place |
Fine up to Rs. 50,000/‑against the company
and fine of Rs. 100,000/‑ per
day |
|
272 |
Acting as director without holding qualification
shares |
Fine up to Rs. 500/‑ per day |
|
279 |
Acting as a director of more than 20 companies |
Fine up to Rs. 50,000/‑ |
|
283(2A) |
Functioning as a director after vacation of office |
Fine up to Rs. 5000/‑ per day |
|
286(2) |
Default in giving notice of Board meetings |
Fine up to Rs. 1000/‑ |
|
293A(5)(a) |
Political contribution made in contravention of
the Fine up to three times of section |
Fine upto three months of the contribution. |
|
294(8) |
Neglecting or refusing to furnish information
required by Central Government or to produce any books and papers, etc. |
Fine up to Rs. 50,000/‑ and further fine not
less than Rs. 500/‑ per day |
|
299(4) |
Failure to disclose interest in a contract by the
Director |
Fine up to Rs. 50,000/‑ |
|
300(4) |
Participation in Board meeting by interested
director |
Fine up to Rs. 50,000/‑ |
|
301(4) |
Non‑compliance with the provisions of
section 301(1), (2) and (3) in regard to register of contracts, companies
and firms in which directors are interested |
Fine up to Rs. 5000/‑ |
|
301(5)/163 (5) |
Failure to maintain register of contracts |
Fine up to Rs. 500/‑ per day |
|
302(5) |
Failure to disclose the members director's
interest in contract appointing manager/ manag-ing director. |
Fine up to Rs. 10,000/‑ per day |
|
303(3) |
Failure to keep register of directors or to file
with the Registrar return of directors, managing director, manager and
secretary |
Fine up to Rs. 500/‑ per day |
|
304(2) |
Refusing inspection to any member of register kept
under section 303. |
Fine up to Rs. 500/‑ |
|
305(1) |
Failure by a director to inform change of his
particulars |
Fine up to Rs. 5000/‑ |
|
307(7) |
Failure to produce at annual general meeting
register of directors' shareholdings. |
Fine up to Rs. 50,000/‑ |
|
307(8) |
Failure to comply with the provisions of sections
307(1) and (2) in regard to register of directors' shareholdings |
Fine up to Rs. 50,000/‑ and further fine up
to Rs. 200/- per day. |
|
320(3) |
Failure to secure particulars regarding payment to
directors stipulated in sub‑section (1) |
Fine up to Rs. 2500/‑ |
|
322(3) |
Default in giving notice under this section |
Fine up to Rs. 10,000/‑ and damages |
|
370(1E) |
Failure to maintain a register showing the names
of companies under the same management and particulars of loans to them and
failure to enter the particulars within three days of the making of the loan |
Fine up to Rs. 5000/‑ and further fine up to
Rs.500/- per day |
|
372(8) |
Failure to maintain register of investments |
Fine up to Rs. 500/‑ and furhter fine of Rs.
500/- per day |
|
374 |
Contravening section 372 (excluding sub‑
sections (6) and (7) or 373 in regard to investments made in shares and
debentures of companies in the same group. |
Fine up to Rs. 50,000/‑ |
|
383A(1A) |
Failure to appoint whole‑time secretary |
Fine up to Rs. 500/‑ per day |
|
391(5) |
Failing to annex to the copy of memorandum
certified copy of court's order sanctioning any compromise or arrangement
with creditors and members |
Fine up to Rs. 100/‑ for each copy |
|
393(4) |
Failure to comply with the requirements of section
393 in regard to compromises or arrangements with creditors and members |
Fine up to Rs. 50,000/‑ |
|
393(5) |
Failure to give information by directors relating
to compromise or arrangement with creditors or members |
Fine up to Rs. 5000/‑ |
|
394(3) |
Failure to file with the Registrar a certified
copy of the order of the court on application for sanctioning of a compromise
of arrangement |
Fine up to Rs. 500/- |
|
395(4A)(b) |
Issue of circular containing or recommending
acceptance of offer for transfer of shares which has not been registered |
Fine up to Rs. 5000/‑ |
|
404(4) |
Failure to file with the Registrar a certified
copy of the altered memorandum of articles |
Fine up to Rs. 50,000/‑ |
|
416(3)(b) |
Non‑compliance with the requirements of
section 416 in regard to contract by agents of company in which company is
undisclosed principal |
Fine up to Rs. 2000/‑ |
|
423 |
Non‑compliance with the requirements of
sections 421 and 422 in regard to receivers |
Fine up to Rs. 2000/‑ |
|
629A |
Penalty for offences, for which no punishment
provided elsewhere |
Fine up to Rs. 5000/‑ and further fine of
Rs. 500 per day |
|
630 |
Wrongful withholding of property of the company by
an officer |
Fine up to Rs. 10,000/‑ |
|
631 |
Improper use of the words "limited" and
"private limited". |
Fine up to Rs. 500/‑ per day. |
There are several offences,
for which no specific penalty is provided in the Act, and are, thereby,
punishable under section 629‑A. The penalty being by way of fine only,
these offences are compoundable under section 621‑A. These provisions are
enumerated below :
|
Section |
Nature of
offence |
||
|
31(2A) |
Failure to file a printed copy of articles of
association including alteration which amounts to conversion of a public
company into a private company with Registrar. |
||
|
43A(8) |
Failure to file the required certificate(s) along
with annual return by a private company having share capital. |
||
|
55 |
Failure to put the date on the prospectus. |
||
|
78(1) and (2) |
Failure to transfer share premium received on
issue of shares to share premium account, and to apply share premium account
for other than specified purposes. |
||
|
79A |
Failure to comply with the provisions of this
section relating to issue of sweat equity shares. |
||
|
81(1) |
Failure to offer shares to existing shareholders,
etc., in event of further issue of share capital by the company. |
||
|
83 |
Issue of shares by a company having a share
capital, without giving appropriate distinctive numbers. |
||
|
88 |
Issue of shares with disproportionate rights. |
||
|
91 |
Failure to make calls on shares of the same class
on a uniform basis. |
||
|
102(2) |
Failure to add the words 'and reduced' to name of
company, consequent upon reduction of share capital under a court order. |
||
|
103(3) |
Failure to publish notice of registration of order
of the court, confirming the reduction of share capital. |
||
|
106 |
Alteration of rights of holders of different
classes of shares in contravention of the section. |
||
|
108(1) |
Registration of transfer of shares etc. except on
production of instrument of transfer duly stamped and executed. |
||
|
110(2) |
Registration of transfer of partly paid shares,
unless company has given notice of application for transfer to the
transferee. |
||
|
117 |
Issue of debentures with voting rights at any
meeting. |
||
|
153 |
Enter of notice of any trust on the register of
members or of debenture holders. |
||
|
156 |
Failure to file the notice of rectification of
register of members, with the Registrar. |
||
|
158(2) |
Failure to keep foreign register of members or
debenture‑holders, in case of issue of shares or debentures in any
State or country outside India. |
||
|
163(1) |
Failure to keep register of members and annual
returns at the registered office, etc., in accordance with the section. |
||
|
171(1) |
Calling the general meeting of the company by
giving a notice of less than 21 days in writing, except where consent under
sub‑section (2) has been given for calling the meeting at shorter
notice. |
||
|
172(1) and (2) |
Failure to give notice of general meeting to
persons entitled to the notice in the specified manner. |
||
|
173(2) |
Failure to annex explanatory statement to the
notice of meeting, where required. |
||
|
176(7) |
Refusing members to inspect proxies lodged. |
||
|
179(1) |
Failure of the chairman to order poll, if
demanded. |
||
|
182 |
Prohibiting my member from exercising his voting
rights on the ground that he has not held his share for my specified period,
etc. |
||
|
184(1) |
Failure of the chairman to appoint two
scrutineers, where a poll is to be taken. |
||
|
190(2) |
Failure to give to members a notice of an
intention to move a resolution requiring special notice. |
||
|
196(1)(a) |
Failure to keep the minute books of general
meeting at registered office. |
||
|
197A |
Appointing or employing different categories of
managerial personnel at the same time. |
||
|
198(1) |
Payment of remuneration to managerial personnel in
excess of the specified limits. |
||
|
200(1) |
Payment of tax‑free remuneration. |
||
|
204(1) |
Appointing a firm or body corporate to office or
place of profit under the company in contravention of the provisions of the
section. |
||
|
205(1) |
Payment or declaration of dividend otherwise than
out of profits. |
||
|
206(1) |
Payment of dividend to persons other than
registered share-holders, etc. |
||
|
208(3) |
Payment of interest out of capital, without the
approval of Central Government. |
||
|
214(1) |
Refusing inspection of books of account of a
subsidiary to authonsed representative of its holding company. |
||
|
224(1) |
Failure to give intimation of appointment as
auditor. |
||
|
224(8) |
Fixation and payment of remuneration to auditor,
except as provided in the section. |
||
|
242(1) |
Failure to provide assistance to Central
Government in connection with prosecution launched by it on the basis of
Inspector's report. |
||
|
252 |
Having number of directors below the minimum
number specified. |
||
|
257(1A) |
Failure to inform the members of the company about
candidature of a person for the office of director. |
||
|
259 |
Increasing the number of directors, without the
approval of the Central Government. |
||
|
261(1) |
Appointment of certain person as director, without
special resolution. |
||
|
263(1) |
Failure to have the appointment of directors voted
individually. |
||
|
264(1) and (2) |
Failure to file consent of the candidate for
directorship with the company and the consent to act as director with the
Registrar. |
||
|
267 |
Appointment of ineligible persons as managing director. |
||
|
274 |
Acting as director in spite of being
disqualification. |
||
|
291 |
Exercise of my power by Board of Directors, which
is to be exercised by the company in general meeting. |
||
|
292 |
Exercise of certain powers by Board of Directors,
otherwise than at meetings and by way of resolution passed at meeting. |
||
|
293 |
Exercise of certain powers by the Board of
Directors, without the consent of the company in general meeting. |
||
|
297(1) |
Entering into certain contracts without approval
of the Central Government in case of a company having a paid‑up share
capital of rupees one crone or more. |
||
|
309 |
Payment of remuneration to directors in excess of
the specified limits. |
||
|
314 |
Appointment of relative of directors, etc. to any
office or place of profit under the company in contravention of the section. |
||
|
316 |
Appointment of a person as managing director, if
he is a managing director or manager in any other company except as provided
in the section. |
||
|
318 |
Payment of compensation for loss of office to a
director. |
||
|
384 |
Appointment of firm or body corporate as Manager. |
||
|
385(1) |
Appointment of ineligible person as Manager. |
||
|
386(1) |
Appointment of a person as manager who is either
manager or managing director of any other company, except as provided in the
section. |
||
|
387 |
Payment of remuneration to Manager in excess of 5
per cent of the net profits, without the approval of the Central Government. |
||
|
569 |
Failure to authenticate statement of existing
Companies falling under Part IX of the Act. |
||
Note :
The above list does not contain offences relating to winding‑up of
companies, under Part VII of the Act.
TABLE III ‑ Offences compoundable with the permission of court
(offences punishable with imprisonment or with fine or with both) [Vide section
621A(7)(a)]
|
Section |
Nature of
offence |
Penalty |
|
44(4) |
Filing with the Registrar prospectus or statement
in lieu of prospectus containing any untrue statement |
Imprisonment up to two years or fine up to Rs.
50,000/‑ or both |
|
63(1) |
Issuing a prospectus which includes any untrue
statement |
Imprisonment up to two years or fine up to Rs.
50,000/- or both |
|
68 |
Fraudulently inducing persons to invest money |
Imprisonment up to five years or fine up to Rs.
1,00,000/‑ or both |
|
70(5) |
Delivery to the Registrar statement in lieu of
prospectus which includes my untrue statement |
Imprisonment up to two years or fine up to Rs.
50,000/‑ or both |
|
77A(11) |
Failure to comply with the provisions of this
section or any rules or regulations made there under relating to buy‑back
of securities. |
Imprisonment up to two year or fine up to Rs. 50,000/‑
or both. |
|
84(3) |
Fraudulently renewing or issuing of duplicate
share certificates |
Imprisonment up to six months or fine up to Rs.
1,00,000/- or both |
|
105 |
Concealing name of creditor, etc. |
Imprisonment up to one year, fine or both |
|
202(1) |
Discharging functions of a director by an
un-discharged insolvent |
Imprisonment up to two years or with fine up to
Rs. 50,000/‑ or with both |
|
203(7) |
Acting as a director in contravention of an order
of the Court |
Imprisonment up to 2 years or fine up to Rs.
50,000/‑ or both |
|
209(5)/(7) |
Failure to keep proper books of accounts etc. |
Imprisonment up to 6 months or fine up to Rs.
10,000/‑ or both |
|
210(5) |
Failure to lay balance‑sheet and profit and
loss account at the AGM |
Imprisonment up to 6 months or fine up to Rs.
10,000/‑ or both |
|
211(7)/(8) |
Failure to prepare balance sheet and profit and
loss account showing a true and fair view |
Imprisonment up to 6 months or fine up to Rs.
10,000/‑ or both |
|
212(9)/(10) |
Failure to attach the accounts of subsidiary
company, etc. |
Imprisonment up to 6 months or fine up to Rs.
10,000/‑ or both |
|
217(5)/(6) |
Failure to take reasonable step relating to
Board's report |
Imprisonment up to 6 months or fine up to Rs.
20,000/‑ or both |
|
221(4) |
Failure to disclose certain payments, to the
company |
Imprisonment up to six months or fine up to Rs.
50,000/‑ or both |
|
233B(11) |
Failure to comply with the provisions of section
233B regarding audit of cost accounts |
Imprisonment up to 3 years or fine up to Rs.
50,000/‑ or both |
|
240(3) |
Disobedience to the order of court directing
production of books before inspector |
Imprisonment up to six months or fine up to Rs.
20,000/‑ or both and further fine up to Rs. 2000/‑ per day. |
|
248(4) |
Failure to give to the Central Government
information required by it regarding persons having interest in compary or
making false statements in giving such information |
Imprisonment up to six months or fine up to Rs.
50,000/- or both |
|
250(9) |
Exercise of right in respect of shares and
debentures in violation of restrictions imposed by Company Law Board |
Imprisonmemt up to six months or fine up to Rs.
50,000/- or both |
|
292A(10) |
Failure to comply with the provisions of this
section relating to constitution of Audit committee. |
Imprisonmemt up to one year or fine up to Rs.
50,000/- or both |
|
295(4) |
Loans to directors etc. without approval of
Central Government |
Fine up to Rs. 50,000/- or imprison- memt up to
six months |
|
308(3) |
Failure to make disclosures of shareholdings by a
director |
Imprisonmemt up to 2 years or fine up to Rs.
50,000/- or both |
|
371(1) |
Contravention of the provisions of section 369,
370 or 370A in regard to loans to companies |
Fine up to Rs. 50,000/- or both impr- isonmemt up
to six months |
|
407(2) |
Acting as a director in contravention of section
407(1)(b) |
Imprisonmemt up to one year or fine up to Rs.
50,000/- or both |
|
420 |
Failure to collect provident fund and payment of
contribution to the trust |
Imprisonmemt up to six months or fine up to Rs.
10,000/- |
|
606 |
Contravention of the provisions of sections
603,604 and 605 relating to prospectus of foreign companies |
Imprisonmemt up to six months or fine up to Rs.
50,000/- or both |
|
614A(2) |
Failure to file document with the Registrar as
directed by the Court |
Imprisonmemt up to six months or fine or both |
|
615(6) |
Failure to furnish information of statistics,
etc., required by the Central Government |
Imprisonmemt up to three months or fine up to Rs.
10,000/- or both |
|
621A(6) |
Failure to comply with order of Company Law Board
or Regional Director for filing any document return etc. |
Imprisonmemt up to 6 months or with fine up to Rs.
50,000/- or both |
TABLE IV - Offences not compoundable (offences punishable with imprisonment only or with imprisonment and also with fine [Vide section 621A(7)/(b)]
|
Section |
Nature of
offence |
Penalty |
|
58A(5)(b) |
Failure of repay deposit in accordance with the
provisions of section 3(c)/(4) |
Imprisonment up to 5 years and also fine. |
|
58A(6)(b) |
Invitation or acceptance of deposit in excess of
the prescribed limits and contrary rules |
Imprisonment up to 5 years and also fine. |
|
58A(10) |
Failure to comply with the order of CLB granting
extension of time for making repayment of deposit |
Imprisonment up to 3 years and fine not less than
Rs. 500/- per day |
|
68A(1) |
Application made for subscription of shares in a
fictitious name |
Imprisonment
up to 5 years |
|
73(2B) |
Failure to comply with the provisions of
sub-section (2A) where the payment is not made within 6 months from the
expiry of the eighth day |
Fine up to rs. 50,000/- and also imprisonment up
to one year |
|
80A(3)(b) |
Failure to comply with the provisions of section
80A regarding Redemption of irredeemable preference shares by officers of the
company in default |
Imprisonment up to three years and also fine |
|
116 |
Deceitfully personating as an owner of any shares
or interest in a company |
Imprisonment up to three years and also fine |
|
153B(3)(b) |
False declaration by a trustee |
Imprisonment up to two years and also fine |
|
207 |
Failure to distribute dividend within forty-two
days |
Imprisonment up to 7 days and also fine |
|
209A(8) |
Faillure to produce books and papers, furnish
information or explanation, etc., relating to inspection |
Fine not less than Rs. 50,000/- and also
imprisonment up to one year |
|
269(10) |
Contravention of the provisions of sub-section (9)
or any direction given by the Company Law Board |
Imprisonment up to 3 years and also fine up to
500/- rupees per day |
|
293A(5)(b) |
Political contribution made in contravention of
the provisions of the section |
Imprisonment up to 3 years and also fine |
|
628 |
False statement made in any return, balance-sheet,
prospectus etc. |
Imprisonment up to 2 years and also fine |
|
629 |
False evidence given on oath or in any affidavit |
Imprisonment up to 7 years and also fine |