Advances in Consumer Research
Issue 1 : 171-176
Original Article
Compounding Of Offences Under The Companies Act, 2013
1
B.A.LL.B. (Hons.) 4th Year, National Law University Delhi
Abstract

The Indian corporate regulatory regime is passing through a significant paradigm shift in India’s corporate legal system, moving from a punitive to a more business-friendly and compliance-oriented regime, primarily through the mechanism of ‘compounding of offences’ under the Companies Act, 2013. Compounding of offences under the company law offers a structured settlement for technical and procedural defaults, enabling companies to avoid protracted criminal cases and allowing the judiciary to focus on more serious offences. This approach aligns with ‘Restorative Justice’ principles, aiming to correct mistakes rather than merely punishing management. Key legislative changes, particularly the Companies (Amendment) Acts of 2019 and 2020, have decriminalised many trivial offences, reclassifying them as civil wrongs and establishing a tiered framework that includes the in-house adjudication mechanism (IAM) alongside compounding. While these reforms have streamlined processes and reduced administrative backlogs, a persistent challenge lies in the lack of clear, statutory guidelines for calculating compounding fees, leading to unpredictability and inconsistency in judicial decisions. The paper highlights that the current system still suffers from procedural ambiguities, particularly regarding the distinction between adjudication by the Registrar of Companies (ROC) and compounding by the National Company Law Tribunal (NCLT) or Regional Director (RD). To further enhance predictability and efficiency, the paper proposes strategic recommendations, including the implementation of clear sentencing guidelines, increasing the pecuniary limits for Regional Directors, standardising joint compounding applications, establishing a central digital database for orders, and introducing ‘safe harbor’ provisions for insolvency resolutions. These reforms are crucial for achieving a truly predictable and transparent compliance system that supports the ‘Ease of Doing Business’ initiative in India..

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