Upload
iago
View
45
Download
2
Embed Size (px)
DESCRIPTION
COMPANIES ACT, 2013 FINES, PENALTIES AND PROSECUTION. CA. Arun Saxena Saxena & Saxena Chartered Accountants 811, Ansal Bhawan 16, Kasturba Gandhi Marg , New Delhi – 110 001. Mob.: 9810037364 E-mail : [email protected]. FINE AND PENALTY. PENALTIES. - PowerPoint PPT Presentation
Citation preview
COMPANIES ACT, 2013
FINES, PENALTIES AND PROSECUTION
CA. Arun SaxenaSaxena & SaxenaChartered Accountants811, Ansal Bhawan16, Kasturba Gandhi Marg,New Delhi – 110 001.Mob.: 9810037364E-mail : [email protected]
FINE AND PENALTYPenalty
Non- Compliance
Imposed by Superior Authority
Fine
Breaking of Law
Imposed by court
Conviction is important
SAXENA & SAXENA
2
PENALTIES Some of the important penalties provided in the
new Companies Act, 2013:-
SAXENA & SAXENA
3
Section
Particulars Minimum Penalty
Maximum Penalty
8 Non-Profit making companies
i. Company – Rs.10.00 lakh
ii.Director /Officer – Rs.25,000/-
Rs.1 Crore
Rs.25.00 lakhs
11 Commencement of Business
- Company- Rs. 5000
Director /Officer –Rs. 1000 everyday
Section
Particulars Minimum Penalty
Maximum Penalty
12 Registered Office
Company & Officer in default– Rs. 1000 for everday
Rs.1 Lakh
15 Alteration of MOA to be noted in every copy
Company & Officer in default– Rs. 1000 for every copy
_
16 Rectification of name of company
Company – Rs. 1000 everydayOfficer in default – Rs. 5000
_
Rs. 1 LakhSAXENA & SAXENA
4
Section
Particulars Minimum Penalty
Maximum Penalty
17 Copy of MOA, AOA to members
Company &Officer in default – Rs. 1000 everyday
Rs. 1 Lakh(whichever is less)
26 Matters to be stated in Prospectus
Company & any other personRs. 50,000/-
Rs. 3 Lakhs
39 Allotment of Securities
Company &Officer in default – Rs. 1000 each day
Rs. 1 Lakh(whichever is less)SAXENA & SAXENA
5
Section
Particulars Minimum Penalty
Maximum Penalty
40 Securities to be dealt in Stock Exchange
Company – Rs. 5 Lakhs
Officer in default– Rs. 50000
Rs. 50 Lakhs
Rs. 3 Lakhs
46 Default in issue of duplicate certificate of shares with intend to defraud
Five times of face value
Ten times of face value or Rs.10.00 crores whichever is higher SAXENA & SAXENA
6
Section
Particulars Minimum Penalty
Maximum Penalty
48 Variation of Shareholders Rights
Company &Officer in default – Rs. 25000
Rs. 5 Lakhs
53 Prohibition on issue of Shares at discount
Company &Officer in default – Rs. 1 Lakh
Rs. 5 Lakhs
56 Transfer and Transmission
Company – Rs. 25000
Officer in default– Rs. 10,000
Rs. 5 Lakhs
Rs. 1LakhsSAXENA & SAXENA
7
Section
Particulars Minimum Penalty
Maximum Penalty
59 Rectification of register of members
Company – Rs. 1 Lakh
Officer in default– Rs. 1 Lakh
Rs. 5 Lakhs
Rs. 3 Lakhs
66 Reduction of share capital
Company – Rs. 5 Lakh Rs. 25 Lakhs
68 Purchase of own shares or buy back
Company &Officer in default – Rs. 1 Lakh
Rs. 3 LakhsSAXENA & SAXENA
8
Section
Particulars Minimum Penalty
Maximum Penalty
74 Repayment of deposit
Company –Rs.1.00 crores
Officer in default –Rs 25 Lakhs
Rs.10.00 crores
Rs.2.00 crores
77-87 Registration of charges
Company – Rs. 1 LakhOfficer in default– Rs. 25000
Rs. 10 Lakhs
Rs. 1 Lakh
88 Register of Members
Company-Rs. 50,000If default continues
Rs. 3 LakhsRs. 1000 everydaySAXENA & SAXENA
9
Section
Particulars Minimum Penalty
Maximum Penalty
92 Annual Return Company &Officer in default – Rs. 50,000
Rs. 5 Lakhs
96-98 Annual General Meeting
Company &Officer in default
Rs. 1 Lakh(Rs. 5000 for everyday during which default continues)
102 Explanatory Statement
Director, Promoter, manager or KMP
50,000 or 5times amount of benefit(whichever is more)
SAXENA & SAXENA
10
Section
Particulars Minimum Penalty
Maximum Penalty
117 Resolutions and agreements to be filed
Company – Rs. 5 Lakhs
Officer in default– Rs. 1 Lakh
Rs. 25 Lakhs
Rs. 5 Lakhs
118 Minutes
Tampering of minutes
CompanyOfficer in defaultRs. 25000
Rs. 25000Rs. 5000Rs. 1 Lakh
121 Report on AGM Company – Rs. 1 Lakh
Officer in default– Rs. 25000
Rs. 5 Lakhs
Rs. 1 LakhSAXENA & SAXENA
11
Section
Particulars Minimum Penalty
Maximum Penalty
124 Unpaid Dividend Account
Company – Rs. 5 Lakhs
Officer in default– Rs. 1 Lakh
Rs. 25 Lakhs
Rs. 5 Lakhs
127 Punishment for failure to distribute dividend
Officer – Rs. 1000 for everyday
128 Books of accounts etc., to be kept by company
OfficerRs. 50,000
Rs. 5 LakhsSAXENA & SAXENA
12
Section
Particulars Minimum Penalty
Maximum Penalty
129 Financial Statement
All the Directors Rs. 50,000 Rs. 5 Lakhs
134 Financial Statements, Board Report
Company – Rs. 50,000
Officer in default– Rs. 50,000
Rs. 25 Lakhs
Rs. 5 Lakhs
137 Copy of financial statement to filed with registrar
Company – Rs. 1,000 everyday
Officer in default– Rs. 1Lakh
Rs. 10 Lakhs
Rs. 5 Lakhs
140 Removal, Resignation of Auditor and giving of Special Notice
Auditor- Rs. 50,000
Rs. 5 LakhsSAXENA & SAXENA
13
Section
Particulars Minimum Penalty
Maximum Penalty
147 Contravention of Chapter X relating to Audit or Auditors
Company-Rs. 25,000Officer in default – Rs. 10,000Auditor-Rs. 25,000
Rs. 5 Lakhs
Rs. 1 Lakh
Rs. 5 lakhs
157 Company to inform DIN to registrar
Company-Rs. 25,000Officer in default – Rs. 25,000
Rs. 1 Lakh
Rs. 1 Lakh
165 Number of Directorship
Director-Rs. 5000 for each day
Rs. 2500 for each day
SAXENA & SAXENA
14
Section
Particulars Minimum Penalty
Maximum Penalty
172 Contravention of any section of Chapter XI(appointment & Qualification of Directors)
Company-Rs. 50,000Officer in default – Rs. 50,000
Rs. 5 Lakhs
Rs. 5 Lakhs
173 Meetings of Board
Officer responsible
Rs. 25,000
177-178
Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee
Company-Rs. 1 LakhOfficer in default – Rs. 25,000
Rs. 5 Lakhs
Rs. 1 LakhSAXENA & SAXENA
15
Section
Particulars Minimum Penalty
Maximum Penalty
184 Disclosure of Interest
Director – Rs. 50,000
Rs. 1 Lakh
185 Loan to Directors Company-Rs. 5 LakhsDirector or other person– Rs. 5 Lakhs
Rs. 25 Lakhs
Rs. 25 Lakhs
186 Loan & Investment by company
Company-Rs. 25,000Officer in default – Rs. 25,000
Rs. 5 Lakhs
Rs. 1 Lakh187 Investment of
company in its own name
Company-Rs. 25,000Officer in default – Rs. 25,000
Rs. 25 Lakhs
Rs. 1 LakhSAXENA & SAXENA
16
Section
Particulars Minimum Penalty
Maximum Penalty
188 Related Party Transactions
Any director – Rs. 25000
Rs. 5 Lakhs
189 Register of contracts in which Directors are interested
Every Director Rs. 25,000
194 Prohibition on forward dealings in securities
Director or KMPRs. 1 Lakh Rs. 5 Lakhs
195 Prohibition on insider trading of securities
Any personRs. 5 Lakhs
Rs. 25 Crores or3 times the amountWhichever is higher
SAXENA & SAXENA
17
Section
Particulars Minimum Penalty
Maximum Penalty
197 Maximum Managerial Remuneration
Any person Rs. 1 Lakh Rs. 5 Lakhs
203 Appointment of KMP
Company Rs. 1 Lakh Rs. 5 Lakhs
204 Secretarial Audit for bigger companies
Company or officer of Co. or CS in practice Rs. 1 Lakh
Rs. 5 Lakhs
207 Conduct of Inspection and Inquiry
Director or officerRs. 25000
Rs. 1 LakhSAXENA & SAXENA
18
Section
Particulars Minimum Penalty
Maximum Penalty
221 Freezing of Assets of company on inquiry and investigation by Tribunal
Company-Rs. 1 LakhOfficer in default – Rs. 25,000
Rs. 25 Lakhs
Rs. 5 Lakhs
232 Merger & Amalgamation
Company-Rs. 1 LakhOfficer in default – Rs. 1 Lakh
Rs. 25 Lakhs
Rs. 3 Lakhs
242 Contravention of order of Tribunal
Company-Rs. 1 LakhOfficer in default – Rs. 25000
Rs. 25 Lakhs
Rs. 1 Lakh
SAXENA & SAXENA
19
Section
Particulars Minimum Penalty
Maximum Penalty
247 Valuation by Registered ValuerIf intention to defraud
Valuer – Rs 25000
Rs. 1Lakh
Rs. 1 Lakh
Rs. 5 Lakh
267 Revival & Rehabilitation of Sick Companies
Any person who violated section or order of Tribunal
Rs. 10 Lakhs
274 Direction for filing Statement of Affairs
Director or officer in defaultRs. 25000
Rs. 5 Lakhs
302 Dissolution of Company by Tribunal
Company Liquidator for non filing of order with registrar
Rs. 5000 for every day
SAXENA & SAXENA
20
Section
Particulars Minimum Penalty
Maximum Penalty
305 Declaration of Solvency
Director Rs. 50,000
Rs. 3 Lakhs
306 Meting of Creditors
Company-Rs. 50,000Officer in default – Rs. 50,000
Rs. 2 Lakhs
Rs. 2 Lakhs
307 Publication of Resolution of Voluntary winding up
CompanyOfficer in default
Rs. 5000 for everyday
312 Notice of appointment of liquidator to Registrar
CompanyOfficer in default
Rs. 500 for everydaySAXENA & SAXENA
21
Section
Particulars Minimum Penalty
Maximum Penalty
318 Final Meeting and Dissolution of Company
Company Liquidator
Rs. 1 Lakh
337 Penalty for fraud by Officers
Any personRs. 1 Lakh
Rs. 3 Lakhs
347 Disposal of Books and Papers of company
Any person Rs. 50,000
379-393
Companies incorporated outside India
Company-Rs. 1 LakhOfficer in default – Rs. 20,000
Rs. 3 Lakhs
Rs. 5 LakhsSAXENA & SAXENA
22
Section
Particulars Minimum Penalty
Maximum Penalty
447 Punishment for Fraud
Any person guilty of Fraud Amount involved in Fraud
3 times amount involved in Fraud
449 Punishment for False Evidence
Any Person Rs. 10 Lakhs
450 Punishment where no specific penalty or punishment provided
Company & any officer
If default continues
Rs. 10,000 for everyday
Rs. 1000 for everyday
SAXENA & SAXENA
23
Section
Particulars Minimum Penalty
Maximum Penalty
453 Punishment for improper use of “limited” or “private limited”
Any personRs. 500 for every day
Rs. 2000 for everyday
454 Adjudication of Penalties
Company Rs. 25000Officer in defaultRs. 25000
Rs. 5 Lakhs
Rs. 1 Lakh
SAXENA & SAXENA
24
PROSECUTION Some of the important Sections in the new
Companies Act, 2013 where prosecution is provided:-
SAXENA & SAXENA
25
Section
Particulars Minimum Maximum
8 Non-Profit making companies
_ 3 yrs
26 Matters to be stated in Prospectus
- 3 yrs
Section
Particulars Minimum Maximum
40 Securities to be dealt in Stock Exchange
_ 1 yr
48 Variation of Shareholders rights
_ 6 months
53 Prohibition on issue of Shares at discount
_ 6 months
59 Rectification of Register of Members
_ 1 yr
68 Purchase of own shares or buy back
_ 1 yr
SAXENA & SAXENA
26
Section
Particulars Minimum Maximum
77-87 Registration of Charges _ 6 months92 Annual Return _ 6 months118 Tampering with minutes
of meeting_ 2yrs
127 Failure to distribute dividends
_ 2yrs
128 Books of Accounts, etc to be kept by company
_ 1yrs
129 Financial Statements _ 1yrsSAXENA & SAXENA
27
Section
Particulars Minimum Maximum
134 Financial Statement. Board’s Report etc
_ 3yrs
137 Copy of financial Statements to be filed with Registrar
_ 6 months
147 Contravention of Chapter X relating to Audit or Auditors
_ 1yr167 Vacation of office of Director _ 1yr177-178
Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee
_ 1yr
184 Disclosure of Interest by Director
_ 1yrSAXENA & SAXENA
28
Section
Particulars Minimum Maximum
185 Loan to Directors _ 6 months186 Loan & Investment by
Company_ 2 yrs
187 Investment of company to be held in its own name
_ 6 months
188 Related Party Transactions
_ 1 yr
194 Prohibition on forward dealings in securities
_ 2 yrs
195 Prohibition on Insider Trading of Securities
_ 5 yrsSAXENA & SAXENA
29
Section
Particulars Minimum Maximum
207 Conduct of Inspection and Inquiry
_ 1 yr
221 Freezing of Assets of company on inquiry and investigation by Tribunal
_ 3 yrs
232 Merger & Amalgamation of Companies
_ 1 yr
242 Powers of Tribunal _ 6 months245 Class Action as taken by
Tribunal_ 3 yrs
SAXENA & SAXENA
30
Section
Particulars Minimum Maximum
247 Valuation by registered valuer(intention to defraud the company)
_ 1 yr
267 Revival & Rehabilitation(Penalty + prosecution)
_ 7 years
274 Directions for filing Statement of Affairs
_ 6 months
305 Declaration of Solvency in case of proposal to wind up voluntarily
3 yrs 5yrs
306 Meeting of Creditors _ 6 monthsSAXENA & SAXENA
31
Section
Particulars Minimum Maximum
336 Offences by officers of companies liquidation
3 yrs 5yrs
337 Penalty for fraud by officers
1 yr 3yrs
338 Liability where proper accounts are not kept(Penalty + Prosecution)
1 yr 3yrs
347 Disposal of Books and papers of company
_ 6 Months
379-393
Companies incorporated outside India
_ 6 MonthsSAXENA & SAXENA
32
Section
Particulars Minimum Maximum
447 Punishment for fraud
Where involves public interest
6 months
3yrs
10yrs
10 yrs
449 Punishment for false evidence
3yrs 7yrs
454 Adjudication of Penalties _ 6 months
SAXENA & SAXENA
33
Defaults punishable under Section 447
SECTION
PARTICULARS
7 company incorporated by false or fraudulent manner
8 company contravenes any condition upon which license was issued
34,35,36
misleading statement in prospectus
38 personnation for acquisition of securities
46 defraud intention in issue of Share certificate
SAXENA & SAXENA
34
SECTION
PARTICULARS
213 if proved after investigation that business conducted with intention to defraud
229 furnishing of false statement, Mutilation, destruction of documents
251 Fraudulent application for removal of name
339 Fraudulent conduct of business 448 Punishment for false statementSAXENA & SAXENA
35
PROCEDURE Penalty to be adjudicated not below rank
of Registrar. To give reasonable opportunity Appeal to RD within 60 days Compounding – of fine only – (Section
441) By Tribunal By RD where maximum fine does not
exceed Rs. 5 LakhsSAXENA & SAXENA
36
THANK YOU
37 SAXENA & SAXENA