Section 454 — Adjudication of penalties

(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).
3[(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

4. Subs. by Act 29 of 2020, s. 63, for certain words (w.e.f. 21-12-2020).
1. Ins. by Act 29 of 2020, s. 64 (w.e.f. 22-1-2021).
2. Subs. by Act 22 of 2019, s. 42, for sub-section (3) (w.e.f. 2-11-2018).

(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.]
1[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 2[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 3[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) 4[Where an officer of a company or any other person] who is in default 5[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, 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.