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Compounding of offences

  • any offence punishable under only COMPANIES ACT 2013
  • committed by a company or any officer
  • Offence Punishable With imprisonment or fine
  • Offence Punishable with fine
  • Offence Punishable With imprisonment or fine or both


  • offence punishable with imprisonment only or
  • punishable with imprisonment and also with fine
  • offence committed by a company or its officer within a period of 3 years from the date on which a similar offence was compounded under this section.
  • any offence which is compoundable offence but the investigation against such company has been initiated or is pending under this Act.

Compounding Authority

  • May either before or after the institution of any prosecution, be compounded by—
  • offence up to 25 lakh - Regional Director OR
  • Offence Exceeding 25 Lakh- NCLT.

Procedure to compound an offence under Companies Act, 2013:

  • Calculate the amount of offence
  • Holding of Board Meeting Pass a resolution to file application with ROC for compounding of offence.
  • Preparation of Compounding Application
  • Filling of Form with ROC Procedure for making application:
  • a) Application for compounding shall be submitted electronically in E-FORM - GNL­1.
  • b) This form will be forwarded by ROC to NCLT/Regional Director as applicable.
  • Hearing before Authority
  • Intimation To Roc
  • Where any offence is compounded, intimation shall be given by the company to the Registrar within 7 days from the date on which the order is made available to the petitioner/applicant.


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