Companies Act

Section 454. Adjudication Of Penalties

(1) The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed.

---

(2) The Central Government shall while appointing adjudicating officers, specify their jurisdiction in the order under sub-section (1).

---

¹[(3) The adjudicating officer may, by an order–

---

(a) impose the penalty on the company, the officer who is in default, or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act; and

---

(b) direct such company, or officer who is in default, or any other person, as the case may be, to rectify the default, wherever he considers fit.]

---

²[Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.]

---

(4) The adjudicating officer shall, before imposing any penalty, give a reasonable opportunity of being heard to ³[such company, the officer who is in default or any other person].

---

(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.

---

(6) Every appeal under sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and be accompanied by such fees as may be prescribed.

---

(7) The Regional Director may, after giving the parties to the appeal an opportunity of being heard, pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against.

---

(8) (i) Where company ⁴[fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be,] within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees

---

(ii) ⁵[Where an officer of a company or any other person] who is in default ⁶[fails to comply with the order made under sub-section (3) or sub-section (7), as the may be,] within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment 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.

1. Subs. by Act 22 of 2019, s. 42, for sub-section (3) (w.e.f. 2-11-2018).
2. Ins. by Act 29 of 2020, s. 65 (w.e.f. 22-1-2021).
3. Subs. by Act 22 of 2019, s. 42, for “such company and the officer who is in default” (w.e.f. 2-11-2018).
4. Subs. by s. 42, ibid., for “does not pay the penalty imposed by the adjudicating officer or the Regional Director” (w.e.f. 2-11- 2018).
5. The words “Where an officer of a company or any other person” omitted by s. 42, ibid., (w.e.f. 2-11-2018).
6. The words “does not pay the penalty” omitted by s. 42, ibid. (w.e.f.. 2-11-2018).