Under the Companies Act, 2013, the authority to whom a company has to apply for compounding an offense depends on the maximum amount of fine prescribed for that specific offense:
Regional Director (RD):
- An application for compounding an offense is made to the Regional Director (RD) if the maximum amount of fine that may be imposed for the offense does not exceed twenty-five lakh rupees (INR 25,00,000).
- The RD acts as the compounding authority on behalf of the Central Government for these offenses.
National Company Law Tribunal (NCLT):
- An application for compounding an offense is made to the National Company Law Tribunal (NCLT) if the maximum amount of fine that may be imposed for the offense exceeds twenty-five lakh rupees (INR 25,00,000).
Role of ROC:
The Registrar of Companies (ROC) is generally the authority that initiates prosecution for non-compliance. However, the application for compounding an offense is not made directly to the ROC for their decision. Instead, the application (typically in Form GNL-1 along with a physical petition and supporting documents) is filed through the MCA portal, which is managed by the ROC, and then forwarded to the appropriate compounding authority (RD or NCLT) for their consideration and order.
In summary:
- For offenses with a maximum fine up to INR 25 Lakhs: Apply to the Regional Director (RD).
- For offenses with a maximum fine exceeding INR 25 Lakhs: Apply to the National Company Law Tribunal (NCLT).