Section 392: Punishment for contravention

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 392

Section 392 prescribes stringent financial penalties and imprisonment for contraventions of Chapter XXII by foreign companies and their officers in default.

  • Corporate Monetary Penalties: Imposes a fine on the foreign company ranging from one lakh rupees to three lakh rupees, with an additional fine up to fifty thousand rupees per day for continuing offenses.
  • Officer in Default Penalties: Subjects every officer in default to imprisonment for a term up to six months, or a fine ranging from twenty-five thousand rupees to five lakh rupees, or both.
  • Strict Vicarious Responsibility: Imposes criminal and financial liability on the authorized resident representative appointed under Section 380 for regulatory defaults of the foreign corporate entity.
Key Landmark Precedents:
  • Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530: The Supreme Court held that corporate entities cannot claim immunity from prosecution for statutory offenses carrying mandatory imprisonment, as fines can always be levied against the juristic entity.
  • Assistant Commissioner v. Velliappa Textiles Ltd., (2003) 11 SCC 405: Analyzed corporate penal liability, establishing that individual directors and authorized representatives remain directly liable to imprisonment for statutory infractions.
Courtroom Practice & Strategic Litigation Guidance:

When defending foreign company officers or resident agents prosecuted under Section 392, plead lack of mens rea and establish that reasonable diligence was exercised to ensure compliance with Chapter XXII filings. Concurrently file a compounding application before the Regional Director or NCLT under Section 441 to avoid criminal conviction.