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Section 441 · Companies Act 2013

Compounding of
Offences — Settle, Don't Litigate

A legal alternative to prosecution — settle non-compliance under the Companies Act 2013 by paying a compounding fee instead of facing prolonged proceedings before special courts. JurisTatva Advisors manages the entire journey, from default assessment to representation before the NCLT or Regional Director.

✦ NCLT & RD Representation ✦ e-Form GNL-1 & INC-28 ✦ No Disqualification Risk ✦ End-to-End Advisory
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Compounding Matters Advised
0
Competent Authorities — NCLT & Regional Director
0
Director Disqualification Triggered
0
Days to Intimate RoC via INC-28
Compounding of Offences Section 441 NCLT Compounding Regional Director e-Form GNL-1 e-Form INC-28 Board Resolution & SS-1 Officer in Default Prosecution Avoidance Section 164 Safeguard Compounding of Offences Section 441 NCLT Compounding Regional Director e-Form GNL-1 e-Form INC-28 Board Resolution & SS-1 Officer in Default Prosecution Avoidance Section 164 Safeguard
Overview

What is Compounding of Offences?

Under Section 441 of the Companies Act, 2013, compounding is a settlement route open to a company or an officer in default who has committed an offence punishable with fine. Instead of contesting a prosecution, the party approaches the competent authority — the NCLT or the Regional Director — and pays a compounding fee in exchange for closing the matter.

The compounding amount is not treated as a penalty, and paying it does not by itself disqualify a director from office. This makes compounding the practical route for companies looking to correct past defaults, clean up their compliance record, and move forward without the burden of a criminal trial before a special court.

JurisTatva Advisors guides companies, directors and officers in default through the complete compounding lifecycle — assessment, application drafting, e-Form filings and representation before the authority — with a meticulous, pre-reviewed approach at every stage.

Section 441 at a Glance
Fine exceeding ₹25 lakhs — authority is
NCLT
Fine up to ₹25 lakhs — authority is
RD
Application filed electronically via
GNL-1
Post-order intimation to RoC within
7 Days
Filing window — before or after
Prosecution
Repeat offence within 3 years —
2× Fee
Why JurisTatva

Compounding Advisory Partner

We combine deep company-law expertise with practical NCLT and Regional Director experience to bring your matter to a clean close.

NCLT & RD Representation
Hands-on experience appearing before both the National Company Law Tribunal and Regional Directors, so your application reaches the right forum from the outset.
End-to-End Application Drafting
From default assessment to the final compounding application — offence particulars, provisions violated, and the proposed amount are drafted with precision.
Time-Bound Filing
e-Form GNL-1 filed promptly with the ROC, and e-Form INC-28 completed within the mandatory 7-day window post-order — no missed deadlines.
Joint Application Support
We prepare combined applications for a company and its officers in default where appropriate — a procedurally efficient route recognised by appellate authorities.
Director Disqualification Safeguard
Applications are structured to keep the compounding fee clearly distinct from a penalty, protecting directors from disqualification under Section 164.
Annual Compliance Follow-Through
Once a matter is settled, we help put ongoing compliance systems in place — because a repeat of the same offence within 3 years doubles the fee.
Core Services

Everything You Need, Under One Roof

Comprehensive legal and compliance solutions for companies and officers seeking to settle non-compliance under Section 441.

01
Default Assessment & Compoundability Check
Review of the specific section under default, quantification of the compoundable amount, and determination of whether NCLT or the Regional Director has jurisdiction over the matter.
Exposure ReviewJurisdiction CheckCompoundability
02
Board Resolution & SS-1 Compliance
Convening of the Board Meeting per Secretarial Standard-1, and drafting of the resolution authorising the application, the signing director and the professional representative.
SS-1Board ResolutionAuthorisation
03
Compounding Application Drafting
Preparing the complete application — offence details, provisions violated, facts and reasons for default, proposed amount — along with affidavits, POA and supporting annexures.
ApplicationAffidavitPOA
04
e-Form GNL-1 Filing with ROC
Electronic filing on the MCA portal along with physical submission of the application and annexures to the concerned ROC office and the NCLT / RD as applicable.
GNL-1MCA PortalROC Liaison
05
Representation before NCLT / Regional Director
Appearance at the personal hearing — as director, officer or authorised representative (Advocate / PCS / CA / CMA) — to present submissions ahead of the speaking order.
HearingRepresentationSpeaking Order
06
Post-Order Compliance — Fee & INC-28
Coordinating payment of the compounding fee within the stipulated timeframe, followed by filing e-Form INC-28 with the ROC within 7 days of the order.
Fee PaymentINC-287-Day Window
Our Process

Compounding in 7 Structured Stages

A transparent, time-bound process — from identifying the default to the final INC-28 intimation — with proper board authorisation at every step.

1
Stage 1 · Board / CS Function
Identify the Offence & Quantify Exposure
Review the specific section under which default has occurred and compute the total compoundable amount — the fine must not exceed the maximum prescribed under that section. Assess compoundability and identify the correct authority, NCLT or Regional Director.
Section ReviewAmount ComputationAuthority Check
2
Stage 2 · Board Resolution Required
Convene Board Meeting as per SS-1
Convene the Board Meeting in accordance with the Companies Act 2013 and Secretarial Standard-1. Pass a Board Resolution authorising the compounding application, appointing a director to sign on the company's behalf, and appointing a professional representative — Advocate, PCS, CA or CMA.
Secretarial Standard-1Signing DirectorRepresentative Appointment
3
Stage 3 · Application Drafting
Prepare Compounding Application & Supporting Documents
Draft the application covering the details of the offence, provisions violated, facts of the case, reasons for default, and the proposed compoundable amount. Prepare supporting annexures including affidavits, power of attorney, memorandum of appearance, and company documents.
ApplicationAnnexuresAffidavit
4
Stage 4 · MCA Portal · e-Form GNL-1
File e-Form GNL-1 with ROC
Submit the application electronically via e-Form GNL-1 on the MCA portal along with all supporting documents. A physical copy of the application and annexures is simultaneously submitted to the concerned ROC office and the NCLT / RD, which forwards the application to the appropriate authority.
e-Form GNL-1ROC SubmissionPhysical Copy
5
Stage 5 · Hearing & Order · Critical Step
Personal Hearing before NCLT / Regional Director
The authority schedules a personal hearing. The company may be represented by its director, officer, or an authorised representative — Advocate, Practising Company Secretary, CA or CMA. After considering the submissions, the NCLT or RD passes a speaking order, either compounding the offence or rejecting the application with reasons.
Personal HearingRepresentationSpeaking Order
6
Stage 6 · Payment Compliance
Payment of Compounding Fee
Upon receipt of the compounding order, the specified fee must be paid within the timeframe stipulated in the order. The amount paid is not a penalty and does not attract director disqualification under Section 164 — and shall not exceed the maximum fine prescribed under the relevant section.
Fee PaymentSection 164 Safe
7
Stage 7 · MCA Portal · e-Form INC-28 · 7 Days
Intimate Registrar via e-Form INC-28 ✓
Within 7 days of the compounding order being made available to the applicant, the company must file e-Form INC-28 with the Registrar of Companies to intimate the outcome of the compounding proceedings. Missing this timeline can itself attract a further default.
e-Form INC-287-Day DeadlineMatter Closed
Document Checklist

Documents Required for Compounding Application

A well-prepared application is critical to smooth processing. Our team drafts and compiles every document on this checklist.

Application & Authorisation
✓
Compounding Application
Offence details, section violated, facts, reason for default & proposed amount
✓
Certified Board Resolution
Authorising the application, signing director & professional representative
✓
Affidavit by Authorised Director
Sworn affidavit verifying facts stated in the application
✓
Authorisation Letter
Authorising officer / legal counsel / PCS / CA / CMA to represent
Representation & Company Records
✓
Power of Attorney
In favour of the representative — to appear, furnish documents & make submissions
✓
Memorandum of Appearance
Filed by the authorised representative (Advocate / PCS / CA / CMA)
✓
MOA and AOA
Certified copies of Memorandum and Articles of Association
✓
List of Directors / Officers in Default
Details of all parties to the compounding application
Filing Evidence & Post-Order
✓
Copies of Non-Compliance Evidence
Relevant filings, returns & forms demonstrating the default period
✓
ROC Search Report / MCA Master Data
Current company master data from the MCA portal as on filing date
✓
e-Form GNL-1 Acknowledgement
SRN and acknowledgement of electronic filing with ROC
✓
Demand Draft / Payment Proof
Post-order — proof of payment of the compounding fee as directed

Ready to Resolve Your Non-Compliance?

Talk to our compounding specialists today — end-to-end advisory from default assessment to the final INC-28 filing, with a free initial consultation and zero obligation.

FAQs

Frequently Asked Questions

Common queries on compounding of offences — answered by our experts.

Yes. Section 441(2) allows a compounding application to be filed either before or after prosecution is instituted. Where prosecution has already been initiated, it is stayed once the application is filed, and the proceedings lapse once the compounding order is made.

Yes. Appellate authorities have upheld the maintainability of a joint application by the company and its officers in default. There is no bar under Section 441 against a combined application, and it is generally the more procedurally efficient route.

No. The compounding fee paid is explicitly not a penalty. Payment of a compounding amount does not attract disqualification under Section 164 of the Companies Act, 2013.

If a second or subsequent offence of the same nature is committed, the company or officer becomes liable to pay twice the penalty prescribed for the first offence. However, if more than three years have elapsed since the compounding order, the subsequent offence is treated as a first offence and no doubling applies.

Yes. The NCLT or Regional Director, after hearing the parties, may reject the application by way of a reasoned, speaking order — typically where the offence is non-compoundable, an investigation is pending, or the statutory conditions are not satisfied.

The threshold is determined by the maximum amount of fine that may be imposed under the relevant section of the Act — not the actual fine levied or proposed in the application. This is the critical benchmark for deciding whether a matter goes to the RD or the NCLT.

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