Madhur Gandhi & AssociatesCompany Secretaries · Free Tools
Free tool · Sections 441 & 454

Compounding or adjudication?

Pick the section or the default. See whether the ROC will adjudicate a penalty, whether you can compound the offence (and before whom), or whether it cannot be compounded at all.

How the route is decided

"Liable to a penalty" means a civil default. The ROC, as Adjudicating Officer, imposes the penalty under Section 454 after a show-cause notice and hearing. It cannot be compounded. Appeal lies to the Regional Director within 60 days.

"Punishable with fine", or with imprisonment or fine, or both, means an offence that can be compounded under Section 441. The Regional Director compounds it where the maximum fine does not exceed ₹25 lakh; above that, the NCLT. Special Court permission is no longer needed.

"Imprisonment only" or "imprisonment and also fine" means the offence cannot be compounded (Section 441(6)). It goes to prosecution before the Special Court.

Received a notice, or need to compound?

We reply to adjudication notices, appear before the ROC, and draft and file compounding applications before the Regional Director and NCLT.

CS Madhur Gandhi
Email: csmadhurgandhi@gmail.com
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Hyderabad, Telangana · madhurgandhi.com
Based on the Companies Act, 2013 as amended up to the Companies (Amendment) Act, 2020, and Sections 441, 446B, 454 and 454A. The Corporate Laws (Amendment) Bill, 2026 proposes to turn more offences (for example Sections 128 and 147) into penalties; it is not yet law, so this tool shows the current position. Not legal advice; check the bare Act and any notice received before acting.
CS Madhur Gandhi · Madhur Gandhi & Associates