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Section454
The Companies Act, 2013

Adjudication of penalties

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 6

Section 454 of the Companies Act, 2013 deals with adjudication of penalties. The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed. The Act came into force on 01 Apr 2014.

(1) The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed.

(2) The Central Government shall while appointing adjudicating officers, specify their jurisdiction in the order under sub-section (1).

1[(3) 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.]

2[Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.]

(4) The adjudicating officer shall, before imposing any penalty, give a reasonable opportunity of being heard to 3[such company, the officer who is in default or any other person].

(5) Any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.

(6) Every appeal under sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and be accompanied by such fees as may be prescribed.

(7) The Regional Director may, after giving the parties to the appeal an opportunity of being heard, pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against.

(8) (i) Where company 4[fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be,] within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees

(ii) 5[Where an officer of a company or any other person] who is in default 6[fails to comply with the order made under sub-section (3) or sub-section (7), as the may be,] within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.

Section 454, The Companies Act, 2013 (Act 18 of 2013).

Cross-references

Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.

This section refers to

  1. s. 92 Annual return
  2. s. 137 Copy of financial statement to be filed with Registrar

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

  1. Nash Swimming Pool Experts Private Limited vs Union of India

    High Court 01 Dec 2021 Persuasive (High Court, Single Bench)

    Court's Decision & Legal Precedent

    Where the adjudicating officer had imposed a penalty of Rs.50,000 on the company and Rs.10,000 on its defaulting officer under Section 454(3) for failure to file the declaration of commencement of business within 180 days of incorporation, and the Regional Director rejected the appeal as barred by the 60-day limit in Section 454(6), the Court set that rejection aside: applying the Supreme Court's order excluding 15.03.2020 to 02.10.2021 from limitation, the appeal was within time, and the Regional Director was directed to decide it on merits.

    On this section: Construes the 60-day appeal period in Section 454(6) as an ordinary period of limitation to which the Covid-19 limitation exclusion applies, so a delayed appeal against a Section 454(3) penalty order cannot be rejected as time-barred.

    Read the full order on eCourts India

  2. Bluedial Consultancy Private Limited vs Registrar of Companies - Kerala

    High Court 15 Mar 2023 Persuasive (High Court, Single Bench)

    Court's Decision & Legal Precedent

    Where the Regional Director dismissed a statutory appeal under Section 454(5) for default of appearance without recording any finding on the merits of the challenge to the penalty imposed by the Registrar of Companies, the Court quashed that order and directed the appellate authority to reconsider the appeal on merits within two months, leaving any compounding application to be decided in accordance with law.

    On this section: Holds that the appellate authority under Section 454(5) must adjudicate the appeal against an adjudication of penalty on its merits and cannot dispose of it by dismissal for default.

    Read the full order on eCourts India

  3. Resfeber Infosolutions Private Limited vs The Union of India

    High Court 08 Mar 2022 Persuasive (High Court, Single Bench)

    Court's Decision & Legal Precedent

    Following its own judgment in WP(C) No.14962/2021, the Court held that the Regional Director's rejection of a Section 454 appeal on the sole ground of a 536-day delay could not stand, because the Supreme Court's Covid-19 limitation order excluding 15.03.2020 to 02.10.2021 had not been taken into account; the rejection was set aside and the appeal remitted for hearing on merits after an opportunity of hearing.

    On this section: Applies Section 454(5) and (6) to hold that the appellate authority must consider the Covid-19 limitation exclusion and hear the appellant before rejecting an appeal from an adjudicating officer's penalty order.

    Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.

Made under this section, and citing it

3 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 3 instruments name this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 454

What have the courts held on Section 454 of the Companies Act?

Nash Swimming Pool Experts Private Limited vs Union of India (01 Dec 2021) is the leading judgment on this section among those set out below: Construes the 60-day appeal period in Section 454(6) as an ordinary period of limitation to which the Covid-19 limitation exclusion applies, so a delayed appeal against a Section 454(3) penalty order cannot be rejected as time-barred. Another 2 judgments on this section are set out below. They run from 2021 to 2023.

How do I find court cases under Section 454 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 454, section 454 Companies Act, section 454 of the Companies Act. People searching for it also type companies act 2006 section 454. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 3 reported judgments on this section are set out on this page, beginning with Nash Swimming Pool Experts Private Limited vs Union of India (01 Dec 2021).

What should I read with Section 454 of the Companies Act, and has it changed?

Its own text turns on section 92 (Annual return), section 137 (Copy of financial statement to be filed with Registrar), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there are 3: most recently Companies (Adjudication of Penalties) Amendment Rules, 2019. (2019), then Notification Dated 25.07.2019 ROC Guwahati -454 of CA 2013 *(adjudiication of penalties) (2019), and 1 more.

When did Section 454 of the Companies Act come into force?

Section 454 of the Companies Act, cited as Companies Act 454, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.