CA FINAL CORPORATE AND ALLIED NOTES | CA PUNARVAS JAYAKUMAR 1

Contravention and punishment under various provisions of the Companies Act, 2013

Section Nature of contravention Nature of punishment

124 Failure to comply with Company Fine: Minimum 5,00,000 ;

Unpaid Dividend Maximum 25,00,000
account provisions
Officer-in- Fine: Minimum 1,00,000 ;
default Maximum 5,00,000

127 Failure to pay dividend Director (i) Imprisonment: Maximum 2

within 30 days of years; and
declaration of dividend
(ii) Fine: Minimum: Rs. 1,000 per
day for each day of default.

Company Liable to pay simple interest @

18% per annum

128(6) Contravention of Sec. Persons (i) Managing director

128 (Maintenance of responsible
(ii) Whole-time director in
proper books of
account) charge of finance

(iii) Chief Financial Officer

(iv) Any other person of a

company charged by the
Board with such duty

Punishment (i) Imprisonment upto 1 year, or

for
(ii) Fine: Minimum Rs. 50,000;
contravention
Maximum Rs. 5,00,000.

(iii) Both

129(7) Contravention of Sec. Persons (i) Managing director

129 (Financial responsible
(ii) Whole-time director in
Statement)
charge of finance

(iii) Chief Financial Officer

(iv) Any other person of a

company charged by the
Board with such duty

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(v) All the directors, in the

absence of any of the officers
mentioned above.

Punishment (i) Imprisonment upto 1 year, or

for
(ii) Fine: Minimum Rs. 50,000;
contravention
Maximum Rs. 5,00,000, or

(iii) Both

134(8) Contravention of Sec. Company Fine: Minimum Rs. 50,000;

134 (Board’s Report) Maximum Rs. 25,00,000.

Every officer (i) Imprisonment upto 3 years; or

in default
(ii) Fine: Minimum Rs. 50,000,
Maximum Rs. 5,00,000; or

(iii) Both

135 Corporate Social Company i) Fine: Minimum Rs. 50,000;

Responsibility ii)Maximum Rs. 25,00,000

Every officer i) Imprisonment upto 3 years

in default
ii) Fine: Minimum Rs. 50,000;
iii)Maximum Rs. 5,00,000

iv) Both

136(3) Contravention of Sec. Company Fine: Rs. 25,000

136 (Circulation of
financial statements) Every officer Fine: Rs. 5,000
in default

137(3) Contravention of Sec. Company Penalty of Rs. 1,000 for every

137 (Filing of financial day during which the failure
statement and other continues but which shall not be
documents with the more than Rs. 10 lakh.
Registrar)
Companies (Amendment) Act,
2019, w.r.e.f. 2-11-2018

MD and CFO (i) Penalty - Min : 1 lakh

(ii) Continuing failure - 100/day

upto 5 lakh

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Companies (Amendment) Act,

2019, w.r.e.f. 2-11-2018

In case there is no MD and CFO,

a director who is charged by
the Board with the responsibility
of complying with the provisions
of this section, shall be liable to
punishment. However, if no
director is so charged by the
Board, then, all the directors of
the company shall be liable to
punishment.

140(3) Contravention of Sec. Person liable The auditor

140(2) (Failure to file the for
Statement in Form ADT – contravention
3 by the auditor within
30 days of resignation) Punishment (i) Minimum Penalty: Rs. 50,000
for or remuneration whichever is
contravention less

(ii) Continuing failure - 500/day

upto 5 lakh

Companies (Amendment) Act,

2019, w.r.e.f. 2-11-2018

147(1) Contravention of Sec. Company (i) Minimum Fine: Rs. 25,000

and 139 to 146
(ii) Maximum Fine: Rs. 5,00,000
148(8)
OR
Officer in (i) Maximum Imprisonment: 1
Contravention of Sec. default year, or
148
(ii) Fine: Minimum Rs. 10,000;
Maximum Rs. 1,00,000; or

(iii) Both

147(2) Contravention of Sec. Person liable (i) The auditor

and 139, 143, 144 or 145 by for
(ii) The cost auditor
148(8) the auditor contravention

OR

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Contravention of Sec. Punishment (a) Fine: Minimum Rs. 25,000;

148 by the cost auditor for Maximum Rs. 5,00,000 or four
contravention times the remuneration of the
auditor, whichever is less

(b) If a contravention is
committed knowingly or wilfully
with the intention to deceive
the company or its shareholders
or creditors or tax authorities,
then punishment shall be-

(a) Maximum Imprisonment: 1

year; and

(b) Fine: Minimum Rs. 1 lakh;

Maximum Rs. 25 lakh or eight
times the remuneration of the
auditor, whichever is less

Companies (Amendment) Act,

2017, w.e.f 9-2-2018

157(2) Failure to intimate DIN Persons liable (i) The company

by the company to the for
(ii) Every officer of the company
Registrar contravention
who is in default

Company (i) Minimum Penalty: Rs. 25,000

and (ii) Continuing failure - 100/day

upto 1 lakh
Officer-in-
default

Companies (Amendment) Act,

2019, w.r.e.f. 2-11-2018

159 Contravention of Sec. Penalty upto Rs. 50,000 plus upto Rs. 500 per day
152, 155 and 156 in case of continuing default.

Companies (Amendment) Act, 2019, w.r.e.f. 2-

11-2018

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165(6) A person accepts Penalty Rs. 5,000 for every day after the first
directorships exceeding during which the contravention continues.
the maximum number
Companies (Amendment) Act, 2019, w.r.e.f. 2-
of directorships
11-2018

166(7) Contravention of Sec. The director shall be punishable with-

166 (Duties of directors)
(i) Minimum fine of Rs. 1 lakh:

(ii) Maximum fine of Rs. 5 lakh.

167(2) A person functions as a (i) Imprisonment upto 1 year; or

director even when his
(ii) Fine: Minimum Rs. 1 lakh; Maximum Rs. 5 lakh;
office is vacated
or

(iii) Both

172 Contravention of any The company and every officer of the company
provision of Chapter XI who is in default shall be punishable with-
of CA, 2013 (viz. Sec.
149 to 172) for which no (i) Minimum fine of Rs. 50,000
specific punishment is (ii) Maximum fine of Rs. 5 lakh
provided

173(4) Failure to give notice of Person liable for Every officer of the
Board meeting contravention company whose

duty is to give notice of

Board meeting.

Punishment for Penalty of Rs. 25,000

contravention

178(8) Contravention of Sec. Company (i) Minimum Fine: Rs. 1 lakh

177 or 178 (Audit
Committee, Vigil (ii) Maximum Fine: Rs. 5 lakh
Mechanism and Officer in default (i) Maximum Imprisonment:
Nomination and 1 year
Remuneration
Committee) (ii) Fine: Minimum Rs. 25,000;
Maximum Rs. 1 lakh; or

(iii) Both

182(4) Company Fine: Upto 5 times the

amount so contributed

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Contravention of Sec. Officer in default (i) Imprisonment upto 6

182 (Political months, and
contribution)
(ii) Fine upto 5 times the
amount so contributed

184(4) Failure to disclose Person liable for The director concerned

interest u/s 184(1) or contravention
184(2) or participation
in the contract or Punishment for (i) Imprisonment upto 1
arrangement contravention year; or

(ii) Fine: upto Rs. 1 lakh; or

(iii) Both

185(4) Contravention of Sec. Company Fine: Minimum: Rs. 5 lakh,

185 (Loans to directors. Maximum: Rs. 25 Lakh
Etc.,)
Officer in default/ (i) Imprisonment: Maximum
director/ any 6 months
other person to
whom loan is (ii) Fine: Minimum: Rs. 5
advanced Lakh; Maximum: Rs. 25 Lakh

(iii) Both ( both is not there

for officer in default)

186(13) Contravention of Sec. Company Fine: Minimum: Rs. 25,000;

186 (Loans, investments Maximum: Rs. 5 Lakh
etc. by a company)
Officer in default (i) Imprisonment: Maximum:
2 years; and

(ii) Fine: Minimum: Rs.

25,000; Maximum: Rs. 1 Lakh

187(4) Contravention of Sec. Company Fine: Minimum Rs. 25,000;

187 (Investments of Maximum: Rs. 25 Lakh
company to be held in
its own name) Officer in default (i) Imprisonment: Maximum:
6 months; or

(ii) Fine: Minimum: Rs.

25,000; Maximum: Rs. 1
Lakh; or

(iii) Both

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188(5) Contravention of Sec. Person liable for The director or any other
188 (Related party contravention employee who had
transactions) entered into such contract
or arrangement.

Punishment for (i) In case of a listed

contravention company, he shall be
punishable with

(a) Imprisonment upto 1

year, or

(b) Fine: Minimum Rs.

25,000; Maximum Rs. 5 lakh;
or

(c) Both.

(ii) In case of any other

company, he shall be
punishable with fine:
Minimum Rs. 25,000;
Maximum Rs. 5 lakh.

189(6) Contravention of Sec. Person liable for Every director who fails to
188 (Registers of contravention comply with the provisions
contracts or of this section and the rules
arrangements in which made thereunder.
directors are interested)
Punishment for Penalty of Rs. 25.000
contravention

190(3) Contravention of Sec. Company Penalty of Rs. 25,000

190 (Contract of
employment with Officer in default Penalty of Rs. 5,000 for each
managing or whole- default
time directors)

191(5) Contravention of Sec. Person liable for Director concerned

191 (Payment to contravention
directors for loss of
office, etc. in Punishment for Penalty of Rs. 1 lakh
connection with transfer contravention
of undertaking, property
or shares) Companies (Amendment)
Act, 2019, w.r.e.f. 2-11-2018

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197(15) Contravention of Sec. Person liable for Any person who

197 (Managerial contravention contravenes the provisions
remuneration) of Sec. 197

Punishment for Penalty: Minimum: Rs. 1

contravention Lakh; Maximum Rs. 5 lakh

Companies (Amendment)
Act, 2019, w.r.e.f. 2-11-2018

203(4) Contravention of Company Penalty of 5 lakh

Section 203
Director or KMP Penalty - Minimum 50,000

Continuing faliure - Penalty

1000 Rs per day but not
exceeding 5 lakh

Companies (Amendment)
Act, 2019, w.r.e.f. 2-11-2018

204(4) Contravention of Sec. Person liable for Any person who

204 (Secretarial audit) contravention contravenes the provisions
of Sec. 204

Punishment for Fine: Minimum Rs. 1 lakh;

contravention Maximum Rs. 5 lakh

206(7) Contravention of Sec. Person liable for (i) Company

206 (Furnishing of contravention
information, inspection (ii) Every officer who is in
and conduct of default
inquiries) Punishment for (i) Fine upto Rs. 1 lakh; and
contravention
(ii) Fine upto Rs. 500 per day
after the first during which
the failure continue, in case
of a continuing default.

207(4) Contravention of Sec. Person liable for (i) Company

207 (Conduct of contravention
(ii) Every officer who is in
inspection and inquiry)
default

Punishment for (i) Imprisonment upto one

contravention year and

(ii) Fine - Minimum 25,000

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Maximum - upto 1 lakh

(iii) Vacation of office in the

company

(iv) Disqualified from

holding any office in any
company.

217(6) Non-fulfillment of duties Person liable for The director or officer

u/s. 217 (viz. disobeying contravention concerned
the direction issued by
Registrar or inspector) Punishment for (i) Imprisonment upto 1 year
contravention and

(ii) Fine: Minimum Rs. 25,000;

Maximum Rs. 1 lakh

(iii) Vacation of office in the

company

(iv) Disqualified from

holding any office in any
company.

217(8) Non-fulfillment of duties Person liable for The person concerned.

u/s. 217 (Duties to contravention
produce books, furnish
information, sign notes Punishment for (i) Imprisonment upto 6
of examination, etc.,) contravention months and

(ii) Fine: Minimum Rs. 25,000;

Maximum Rs. 1 lakh

(iii) Further fine upto Rs.

2,000 for every day after
the first during which the
failure or refusal continues.

221(2) Contravention of Sec. Company Fine: Minimum Rs. 1 lakh;

221 (Removal, transfer Maximum Rs. 25 lakh
or disposal of assets in
contravention of the Officer in default (i) Imprisonment upto 3
order of the Tribunal) months; or

(ii) Fine: Minimum Rs. 50,000;

Maximum Rs. 5 lakh; or

(iii) Both

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222(2) Contravention of Sec. Company Fine: Minimum Rs. 1 lakh;

222 (Issue or transfer of Maximum Rs. 25 lakh
securities in
contravention of the Officer in default (i) Imprisonment upto 6
order of the Tribunal) months; or

(ii) Fine: Minimum Rs. 25,000;

Maximum Rs. 5 lakh; or

(iii) Both

392 Contravention of Foreign company (i) Fine: Minimum Rs. 1 lakh;

Chapter XXII of CA, Maximum Rs. 3 lakh
2013 (viz. Sec. 379 to
(ii) Additional fine upto Rs.
393)
50,000 for every day after
the first during which the
contravention continues, in
the case of a continuing
offence.

Officer in default (i) Imprisonment upto 6

months; or

(ii) Fine: Minimum Rs. 25,000;

Maximum Rs. 5 lakh; or

(iii) Both

405 Contravention of Sec. Company Fine upto Rs. 25,000

405 (Failure to furnish
the required Officer in default (i) Imprisonment upto 6
information) months; or

(ii) Fine: Minimum Rs. 25,000;

Maximum Rs. 3 lakh, or

(iii) Both

446B Contravention by a One Company and Not be more than one half
Person Company or a Officer in default of the penalty specified in
small company of such sections

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1.sub-section (5) of
section 92 (Annual
Return)

2. sub-section (2) of
section 117 (Filing of
MGT-14)

3. sub-section (3) of
section 137 (Filing of
Financial Statement with
ROC)

447 and Punishment for fraud Person liable for Any person who is guilty of
448 and punishment for contravention fraud or furnishing false
false statement statement involving an
amount of at least ten lakh
rupees or one percent, of
the turnover of the
company, whichever is
lower

Punishment for (i) Minimum imprisonment: 6

contravention months (3 years, in case the
fraud involves public
interest);

(ii) Maximum imprisonment:

10 years;

(iii) Minimum fine: Amount

involved in the fraud:

(iv) Maximum fine: 3 times

the amount involved in
fraud:

Provided further that where

the fraud involves an
amount less than ten lakh
rupees or one per cent, of
the turnover of the
company, whichever is
lower, and does not involve
public interest, any person
guilty of such fraud shall be
punishable with

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imprisonment for a term

which may extend to five
years or with fine which
may extend to FIFTY lakh
rupees or with both.

Companies (Amendment)
Act, 2019, w.r.e.f. 2-11-2018

449 Punishment for false Person liable for Any person who
evidence contravention intentionally gives false
evidence.

Punishment for (i) Imprisonment: Minimum 3

contravention years; Maximum 7 years.

(ii) Fine upto Rs. 10 lakh

450 Penalty for a Person liable for The person concerned.

contravention for which contravention
no specific penalty is
specified Punishment for (i) Fine upto Rs. 10,000 and
contravention
(ii) Fine upto Rs. 1,000 for
every day after the first
during which the
contravention continues,
where the offence is of
continuing nature.

451 Punishment, where Person liable for The person concerned.

same offence is contravention
committed within 3
years Punishment for (i) Fine: Twice the amount
contravention of fine for such offence;

(ii) Imprisonment: Same

imprisonment as provided
for that offence.

452 Penalty for wrongful Person liable for Officer or employee of the
withholding of property contravention company who wrongfully
withholds the property of
the company.

Punishment for (i) Fine: Minimum Rs. 1 lakh;

contravention Maximum Rs. 5 lakh

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(ii) Imprisonment upto 2

years.

(iii)Restitution of benefits
received

453 Punishment for improper Person liable for The person concerned.
use of ‘limited’ or contravention
‘private limited’
Punishment for (i) Minimum fine: Rs. 500 per
contravention day.

(ii) Maximum fine: Rs. 2,000

per day.

454 Adjudication of Company Where company fails to

penalties comply with the order
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.

Officer of the Contravention of the order

company/ Any within a period of ninety
other person days from the date of the
receipt of the copy of the
order,

(i) Imprisonment - upto 6

months

(ii) Minimum fine: Rs. 25,000

(iii) Maximum fine: Rs. 1 lakh

Both

Companies (Amendment)
Act, 2019, w.r.e.f. 2-11-2018.

454A Penalty, where same Twice the amount of

offence is committed penalty
within 3 years

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Companies (Amendment)
Act, 2019, w.e.f. 31-7-2019.

464 Association or Person liable for Every member of such

partnership of persons contravention association or partnership.
exceeding 50 persons
Punishment for (i) Fine upto Rs. 1 lakh
contravention
(ii) Personal liability for all
the liabilities.

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