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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.
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.
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.
Provision for compounding
Maximum fine up to which the Regional Director compounds
Compounds offences above that limit
Form for the compounding application
Form to file the compounding order
Same offence cannot be compounded again within this period
Applications are often incomplete or premature.
Applying without first fixing the underlying default.
Filing before the Regional Director where the NCLT has jurisdiction.
Offences with mandatory imprisonment cannot be compounded.
Related remedies.
Penalty proceedings.
Late filings.
Tribunal proceedings.
Finding gaps early.
Offence and compoundability checked.
Default made good.
GNL-1 prepared and filed.
Representation before the authority.
Compounding amount paid.
Order filed in INC-28.
Close the matter and prevent a repeat.
Compounding fee paid within the time set.
Order filed with the ROC.
Compounding settles the offence and prevents prosecution for it.
Compliance calendar to avoid repeat offences.
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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.
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.