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Compounding of Offence (MCA) – Expertvuw
Penalty Proceedings

Compounding of Offences under the Companies Act (Section 441)

Last updated: 2 October 2026

Compounding lets a company and its officers settle certain offences by paying a compounding fee, avoiding prosecution. Our team checks whether the offence can be compounded, prepares the application and supports the process before the Regional Director or NCLT.

Overview

How compounding works

Under section 441 of the Companies Act, 2013, offences punishable with fine only, or with imprisonment or fine (or both), can be compounded. Offences punishable with mandatory imprisonment cannot.

  • The Regional Director compounds offences where the maximum fine is up to ₹25 lakh; above that, the NCLT decides.
  • The application is filed through the ROC in Form GNL-1, with details of the offence and whether the default has been made good.
  • The authority fixes the compounding amount and passes an order; the order is filed with the ROC in Form INC-28.
  • The same offence cannot be compounded again within three years.

Since the Companies (Amendment) Act, 2020, many defaults are handled through penalty adjudication instead. The Corporate Laws (Amendment) Bill, 2026, which is still pending in Parliament, proposes further decriminalisation.

Based on the Companies Act, 2013 and the rules made under it. Last updated: 27 September 2026.

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What This Service Covers

What our compounding service covers

1

Checking whether the offence can be compounded

2

Making good the default before applying

3

GNL-1 application with supporting documents

4

Representation before the Regional Director or NCLT through authorised professionals

5

Payment of the compounding fee and INC-28 filing

Key facts at a glance

Section 441

Provision for compounding

₹25 lakh

Maximum fine up to which the Regional Director compounds

NCLT

Compounds offences above that limit

GNL-1

Form for the compounding application

INC-28

Form to file the compounding order

3 years

Same offence cannot be compounded again within this period

Common Issues

Where compounding applications commonly fail

Applications are often incomplete or premature.

Default not made good

Applying without first fixing the underlying default.

Wrong authority

Filing before the Regional Director where the NCLT has jurisdiction.

Non-compoundable offence

Offences with mandatory imprisonment cannot be compounded.

Related Services

Related services

Related remedies.

MCA Adjudication

Penalty proceedings.

Condonation of Delay

Late filings.

NCLT & NCLAT Matters

Tribunal proceedings.

Compliance Health Check

Finding gaps early.

Documents Required

Documents we need from you

Offence Details

Company Documents

Our Process

How we handle compounding

1

Review

Offence and compoundability checked.

2

Fix

Default made good.

3

Application

GNL-1 prepared and filed.

4

Hearing

Representation before the authority.

5

Fee

Compounding amount paid.

6

Filing

Order filed in INC-28.

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After the Order

After the compounding order

Close the matter and prevent a repeat.

Payment

Compounding fee paid within the time set.

INC-28

Order filed with the ROC.

Prosecution

Compounding settles the offence and prevents prosecution for it.

Prevention

Compliance calendar to avoid repeat offences.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    Which offences can be compounded under the Companies Act?

    Offences punishable with fine only, or with imprisonment or fine or both — not those with mandatory imprisonment.

    The Regional Director where the maximum fine is up to ₹25 lakh, and the NCLT above that.

    Form GNL-1, filed through the ROC.

    The same offence cannot be compounded again within three years.

    Yes. Adjudication imposes penalties for civil defaults; compounding settles criminal offences.

    About Expertvuw

    Who handles your case

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    Compounding matters are handled by Expertvuw’s team. Representation before the Regional Director or the NCLT is made through independent practising professionals or advocates authorised to appear.

    Expertvuw Management Pvt Ltd