Are the following offences compoundable and if yes, by whom? (i) Failure to maintain Register of Members and Debenture-holders (ii) Fraudulently issuing duplicate share certificates (iii) Failure to keep proper books of

(i) Failure to maintain register of members or debenture-holders Since the offence is punishable under section 88(5) of Companies Act, 2013, only with fine, it is compoundable under section 441 of Companies Act, 2013, by Regional Director, if the total penalty amount, including the penalty in case of a continuing offence, leviable under Sec 88(5) does not exceeds ₹25 Lakhs. However, in other cases the offence can be compounded by National Company Law Tribunal including where the total penalty amount under section 88(5) exceeds ₹25 Lakh. (ii) Fraudulently issuing duplicate share certificates Since the offence is punishable under section 46(5) of the Companies Act, 2013 with fine only it is compoundable by under section 441 of Companies Act, 2013 by the National Company Law Tribunal. (iii) Failure to keep proper books of accounts The punishment was imprisonment or fine or both. Therefore, it was compoundable by the special court under the Companies Act, 2013. Alternate Answer (iii) However, as per Companies (Amendment) Act, 2020 dated 28th September, 2020, it is compoundable by Regional Director or National Company Law Tribunal. (iv) Tampering with minutes of proceedings of meetings This offence is punishable under section 118(12) of the Companies Act, 2013 and the prescribed punishment for the same is by way of imprisonment and fine. Therefore, this offence is not compoundable under section 441 of Companies Act, 2013.