Aryan Industries Ltd. failed to file the return of allotment for 16 lakh shares allotted on April 20, 2022, and subsequently obtained an order for compounding of the offence on June 10, 2024, However, the company again f

Section 441(2) of the Companies Act, 2013 (the Act) provides that if any offence which was committed by company or the officers was compounded under section 441 of the Act, and an offence similar to what was compounded earlier is committed again by a company or its officers within a period of three years from the date on which the earlier offence was compounded, then the provisions of section 441 will not be applicable and the company and the officers concerned will not be eligible for compounding again for non-filing of return of allotment. Hence, in the given case, the company cannot go for compounding of the second default dated March 04, 2025 which is within 3 years of the first compounding order dated June 10, 2024. However, there is no such restriction imposed under section 454 on adjudicating a penalty by the adjudicating officer, in which case, it shall be liable to a penalty under 454A, for an amount equal to twice the amount of penalty provided for such default. The adjudicating officer may, by an order - a) impose the penalty on the company, the officer who is in default, or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act; and b) direct such company, or officer who is in default, or any other person, as the case may be, to rectify the default, wherever he considers fit. Further, according to Section 460(b) of the Companies Act, 2013, where any document required to be filed with the Registrar of Companies (RoC) under any provision of the Companies Act, 2013 is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay. So, the option of adjudication of penalty and condonation of delay is available to Aryan Industries Ltd. Alternate Answer Filing of return of allotment under Companies Act, 2013 (the Act) is prescribed under Section 39(4) as well as Section 42(8) and in case of default of either of these provisions, the Act prescribes that the defaulting company and/ or the officer shall be liable to a penalty prescribed under the said Section 39(5) or Section 42(9), as the case may be, leviable in accordance with the Adjudication process prescribed under Section 454 read with Sec 454A of the Act. Further, as per Section 441 of the Act, notwithstanding anything contained in the Code of Criminal Procedure, 1973, any offence punishable under this Act (whether committed by a company or any officer thereof) not being an offence punishable with imprisonment only, or punishable with imprisonment and also with fine, may, either before or after the institution of any prosecution, be compounded under the Act. Accordingly, given the fact that failure to file the return of allotment is liable to a penalty under Section 39 (4) or Section 42(8) and not punishable with a fine, the said offence has to be adjudicated. Therefore, the Company has received an Adjudication order under section 454 on 10-Jun-24 against the first default. Based on this above discussion, the 2nd default dated 04-Mar-25 by Aryan Industries Ltd, being a default within 3 years from the date of the 1st adjudication order dated 10-Jun-24 on similar offence, shall be is liable to a penalty under 454A, for an amount equal to twice the amount of penalty provided for such default under Section 39(4) or 42(8) as the case may be. According to Section 460(b) of the Companies Act, 2013, where any document required to be filed with the Registrar of Companies (ROC) under any provision of the Companies Act, 2013 is not filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay. So, the option of adjudication and condonation of delay is available to Aryan Industries Ltd.