Section 450 of Companies Act, 2013 – Punishment where no specific penalty or punishment is provided

  • Updated Till : June 08, 2023


[Effective from 12th September, 2013]

If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees, and where the contravention is continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

List of compoundable offences punishable under Section 450

There are several offences, for which no specific penalty is provided in the Act, and are, thereby, punishable under section 450. The penalty being by way of fine only, these offences are compoundable under section 441. These provisions are enumerated below:

Section Nature of Offence
14(2) Non-filing with the Registrar altered copy of articles of association which has the effect of converting public company into private company with the approval of the Central Government.
45 Issue of shares certificate without distinctive numbers in case of a company having a share capital.
49 Calls on shares of same class not made on uniform basis.
52(1) & (2)


Failure to comply with application of securities premium account or utilisation of securities premium account for purposes other than those specified in sub-section (2).
55 Non-compliance with the provisions of the section relating to issue of redeemable preference shares
62(1) & (2) Issue of further shares in violation of the provisions of sub-section (1)
70 Non-compliance with the provisions of buy back of shares or other specified securities.
71(2), (5) Issue of debentures with voting rights, debenture trustees etc.
101 Failure to comply with requirements of notice of a general meeting.
105 Provisions relating to proxies
106 Restricting a member from exercising voting right on any ground except a ground set out in section 106(1)
109 Contravention relating to poll.
115 Failure to give notice of an intention to move a resolution requiring special notice to members of the company.
123 Payment or declaration of dividend otherwise than out of profits.
179 Exercise of certain power by the Board of directors, otherwise at a Board meeting.
181 & 182 Exercise of Board’s power without the consent of the company in general meeting
196 Appointment of managerial personnel in contravention of the provisions of this section.
224 Failure to provide assistance to Central Government in connection with the prosecution launched against a person on the basis of inspectors’ report.
277 Failure to file a copy of winding up order with the Registrar by the petitioner and the company

 Note: The above list does not contain offences relating to winding-up of companies, under Part VII of the Act.


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