valid as on 17/09/2018

Section 441. Compounding of certain offences
Notified 01-06-2016

(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973, any offence punishable under this Act (whether committed by a company or any thereof) with fine only  , may, either before or after the institution of any prosecution, be compounded by—

(a) the ; or
(b) where the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the Regional Director or any officer authorised by the Central Government,

on payment or credit, by the company or, as the case may be, the officer, to the Central Government of such sum as that Tribunal or the Regional Director or any officer authorised by the Central Government, as the case may be, may specify:

Provided that the sum so specified shall not, in any case, exceed the maximum amount of the fine which may be imposed for the offence so compounded:
Provided further that in specifying the sum required to be paid or credited for the compounding of an offence under this sub-section, the sum, if any, paid by way of additional fee under sub-section (2) of section 403 shall be taken into account:

Provided also that any offence covered under this sub-section by any company or its officer shall not be compounded if the investigation against such company has been initiated or is pending under this Act.

(2) Nothing in sub-section (1) shall apply to an offence committed by a company or its officer within a period of three years from the date on which a similar offence committed by it or him was compounded under this section.
Explanation.—For the purposes of this section,—

(a) any second or subsequent offence committed after the expiry of a period of three years from the date on which the offence was previously compounded, shall be deemed to be a first offence;
(b) “Regional Director” means a person appointed by the Central Government as a Regional Director for the purposes of this Act.

(3) (a.

(b) Where any offence is compounded under this section, whether before or after the institution of any prosecution, an intimation thereof shall be given by the company to the within seven days from the date on which the offence is so compounded.

(c) Where any offence is compounded before the institution of any prosecution, no prosecution shall be instituted in relation to such offence, either by the Registrar or by any shareholder of the company or by any person authorised by the Central Government against the offender in relation to whom the offence is so compounded.

(d) Where the compounding of any offence is made after the institution of any prosecution, such compounding shall be brought by the Registrar in writing, to the notice of the court in which the prosecution is pending and on such notice of the compounding of the offence being given, the company or its officer in relation to whom the offence is so compounded shall be discharged.

(4) The Tribunal or the Regional Director or any officer authorised by the Central Government, as the case may be, while dealing with a proposal for the compounding of an offence for a default in compliance with any provision of this Act which requires a company or its officer to file or register with, or deliver or send to, the Registrar any return, account or other document, may direct, by an order, if it or he thinks fit to do so, any officer or other employee of the company to file or register with, or on payment of the fee, and the additional fee, required to be paid under section 403, such return, account or other document within such time as may be specified in the order.

(5) Any officer or other employee of the company who fails to comply with any order made by the Tribunal or the Regional Director or any officer authorised by the Central Government under sub-section (4) shall be punishable with imprisonment for a term which may extend to six months, or with fine not exceeding one lakh rupees, or with both.

(6) Notwithstanding anything contained in the Code of Criminal Procedure, 1973,—

(a) any offence which is punishable under this Act, with imprisonment or fine, or with imprisonment or fine or with both, shall be compoundable with the permission of the Special Court, in accordance with the procedure laid down in that Act for compounding of offences;
(b) any offence which is punishable under this Act with imprisonment only or with imprisonment and also with fine shall not be compoundable.

(7) No offence specified in this section shall be compounded except under and in accordance with the provisions of this section.

2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018 effective from 09.02.2018. To view the notification,Click Here
2(90) Tribunal means the National Company Law Tribunal constituted under section 408
Refer Rule 88 National Company law Tribunal Rules 2016.To view the rule,Click Here
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act

27.3.88 National Company Law Tribunal Rules, 2016

88. Reference to the Tribunal.-

Any reference to the Tribunal by the Registrar of Companies under section 441 of the Act, or any reference to the Tribunal by the Central Government under proviso to sub-section (5) of section 140, 221, sub-section (2) of section 224, sub-section (5) of section 224, sub-section (2) of section 241 of the Act, or reference under sub-section (2) of section 75 or any complaint by any person under sub-section (1) of section 222, or any reference by a company under clause (c) of sub-section (4) of section 22A of the Securities Contracts (Regulations) Act, 1956 shall be made by way of a petition or application in  in Annexure A and shall be accompanied by documents mentioned in .

Annexure B

S.No.Section of the ActNature of PetitionEnclosures to the Petition
1.Sec. 2 (41)Application for change in financial year1.Copy of the memorandum and articles of association.
2. Copy of balance sheet of companies.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
2.Sec. 7 (7)Application to Tribunal where company has been incorporated by furnishing false or incorrect info or by any fraudulent action.1. Copy of the memorandum and articles of association.
2. Document in proof of false or incorrect information or fraudulent action.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
3.Sec. 14 (1)Conversion of public company into a private company.1.Copy of the memorandum and articles of association.
2. Copy of the documents showing that the company ceased to become a public
company.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
4.Sec. 55 (3)Application for issue further redeemable preference shares.1. Copy of the memorandum and articles of association.
2. Documents showing the terms of issue of the existing preference shares.
3. Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares.
4. Copy of the latest audited balance sheet with the profit and loss account of the company with auditor’s report and director’s report.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
5.Sec. 58 (3) or 59Appeal against refusal of registration of shares; or
Appeal for rectification of register of member.
Where the company is the petitioner.
1. Copy of the memorandum and articles of association
2. Latest audited balance-sheet and profit and loss account, auditor’s report and director’s report.
3. Authenticated copy of the extract of the Register of Members.
4. Copy of the resolution of the Board or Committee of Directors (where applicable)
5. Any other relevant documents.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of application fee.
8. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
9. Two extra copies of the petition. Where the petition is made by any other person.
1. Documentary evidence in support of the statements made in the petition including the copy of the letter written by the petitioner to the company for purpose of registering the transfer of, or the transmission of the right to, any share, or interest in, or debentures as also a copy of the letter of refusal of the company.
2. Copies of the documents returned by the company.
3. Any other relevant document.
4. Affidavit verifying the petition.
5. Bank draft evidencing payment of application fee.
6. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
7. Two extra copies of the petition.
6.Sec. 61 (1)Application to Tribunal for consolidation and division of share capital.1. Copies of memorandum and articles of association;
2. Copies of audited balance sheets for past 3 years;
3. Resolution for allowing such consolidation or division and providing justification for the same;
4. Documents in proof of new capital structure and class of shares being consolidated or divided;
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
8. Two extra copies of the application
9. Any other relevant documents.
7.Sec. 73 (4)Application by deposition (substituted vide NCLT Amendment Rules,2016) depositor for
repayment of deposit or
interest.
1. Copy of the deposit receipt
2. Copy of the correspondence exchanged with the company.
3. Bank draft evidencing payment of application fee.
4. Any other relevant document.
8.Sec. 74 (2)Application to allow further time as considered reasonable to the company to repay deposits.1. Names and addresses of the officers of the company.
2. Full details of small (omitted vide NCLT Amendment Rules,2016) depositors such as names, addresses, amount of deposits, rate of interest, dates of maturity and other terms and conditions of deposits.
3. Reasons for nonpayment or late payment.
4. Annual Reports for the last three years.
5. Projection and cash flow statement for the next three financial years duly certified by Statutory Auditors of the company.
6. Any other relevant document
9.Sec. 97 (1)Application for calling of
Annual General meeting.
1. Affidavit verifying the petition.
2. Bank draft evidencing payment of application fee.
3. Any other relevant document.
10.Sec. 98 (1)Application for calling of
general meeting of company other than annual general meeting
1. Documentary evidence in proof of status of the applicant.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of application fee.
4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
5. Any other relevant document
11.Sec. 119 (4)Petition to pass an order
directing immediate inspection of minutes books or directing a
copy thereof be sent forthwith to person requiring it.
1. Documentary evidence, if any, showing the refusal of the company to give inspection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draftevidencing payment of application fee.
4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
5. Any other relevant document.
12.Sec. 131 (1)Application by company for
voluntary revision of financial
statement on Board's report.
1. Audited Financial statements of relevant period;
2. Copies of memorandum and articles of association.
3. The details of the Managing Director,
Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such
books of accounts and financial statement.
3. Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts.
4. Copy of the Board resolution passed by
the Board of Directors.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
8. Any other relevant document.
13. (Inserted vide NCLT Amendment Rules,2016)-Wherever no document is prescribed to be attached with the application or petition, documents as mentioned in next column may be attached, as applicable.1. Document and/or other evidence in support of the statement made in the application or
appeal or petition, as are reasonably open to the petitioner(s);
2. Documentary evidence in proof of the eligibility and status of the petitioner(s) with the voting power held by each of them, wherever applicable;
3. Where the petition is presented on behalf of members, the letter of consent given by them, if applicable;
4. Statement of particulars, showing names, address, number of shares held, and whether all calls and other monies due on shares have been paid in respect of members who have given consent to the petition being presented on their behalf;
5. Where the petition is presented by a member or members authorised by the Central Government, the order of the Central Government authorising the officer(s) or member or members to present the petition shall be similarly annexed to the petition;
6. Affidavit verifying the petition;
7. Evidence regarding payment of fee;
8. Memorandum of appearance with copy of the Board Resolution or the vakalatnama, as the case may be;
9. Three copies of the petition; and
10. Any other documents in support of the case.

To view the return,Click Here
To view the annexure scroll down.
Amended vide National Company Law Tribunal (Amendment) Rules, 2016 notification dated 20.12.2016, 2016. To view the notification,Click Here

Commencement Notification dated 09.02.2018


Enforcement Notification S.O. 1934(E) dated 01/06/2016


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


Form NCLT 9- General Application to the tribunal


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