WikiMCA
Defaults and remedies

Penalties

These are the penalty sections, not the additional filing fee. A late AOC-4 can cost both ₹100 a day on the form and, if adjudicated, the section 137 penalty.

This profile is a small company or OPC class. Section 446B can cut the stated penalty in half, subject to that section’s cap.

Section 86

Default in the charge chapter

Company
₹5,00,000.
Officer
₹50,000.

False or suppressed particulars of a charge are section 447, not this penalty. The additional fee for a late CHG-1 is collected separately.

VerifiedAct-sourced — Section 86(1), substituted by the Companies (Amendment) Act, 2020, in force 21 December 2020.

Section 92

Failure to file the annual return

Company
₹10,000, plus ₹100 for every continuing day, capped at ₹2,00,000.
Officer
₹10,000, plus ₹100 for every continuing day, capped at ₹50,000.

An OPC or a small company is capped at one-half of these penalties under section 446B, subject to that section’s own maximum.

VerifiedAct-sourced — Section 92(5), after decriminalisation. The additional filing fee of ₹100 a day is separate from this penalty.

Section 117

Failure to file a resolution or agreement

Company
₹10,000, plus ₹100 for every continuing day, capped at ₹2,00,000.
Officer
₹10,000, plus ₹100 for every continuing day, capped at ₹50,000.

The clock starts at the end of the 30 days in section 117(1).

VerifiedAct-sourced — Section 117(2).

Section 135

Default in CSR transfer or spend obligations

Company
Twice the amount required to be transferred to the Schedule VII fund or the Unspent CSR Account, or ₹1 crore, whichever is less.
Officer
One-tenth of the amount required to be transferred, or ₹2,00,000, whichever is less.

This is a penalty for the transfer default in sub-sections (5) and (6), not a general fine for a weak CSR narrative.

VerifiedAct-sourced — Section 135(7).

Section 137

Failure to file financial statements

Company
₹10,000, plus ₹100 for every continuing day, capped at ₹2,00,000.
Officer
₹10,000, plus ₹100 for every continuing day, capped at ₹50,000.

The ₹100-a-day additional fee for a late AOC-4 is collected on the form and is not a substitute for this penalty if the Registrar adjudicates.

VerifiedAct-sourced — Section 137(3).

Section 446b

Lesser penalty for an OPC or a small company

Company
Not more than one-half of the penalty specified in the relevant provision, subject to the maximum in section 446B.
Officer
The same one-half principle applies to the officer in default, subject to the section.

Available only while the company is an OPC or a small company. A public company does not get it.

VerifiedAct-sourced — Section 446B.

Section 454

Adjudication, not a standalone fine

Company
The penalty is the one written in the section that was breached. Section 454 is the procedure.
Officer
The officer in default is named in the adjudication order.

Appeal to the Regional Director within 60 days. Compounding and condonation are different applications and do not replace an appeal against the order.

VerifiedAct-sourced — Section 454.