Section 450: Punishment where no specific penalty or punishment is provided

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
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Act 2013
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Legal Commentary & Landmark Judgments: Section 450

Section 450 serves as the residual penal and penalty clause of the Companies Act, 2013, imposing monetary liabilities on companies and officers in default for contravening any statutory provision or rule lacking a bespoke sanction.

  • Residual Contravention Scope: Applies to any contravention of any provision of the Act or any rules, orders, or conditions made thereunder for which no specific penalty or punishment is elsewhere provided.
  • Fixed Base Penalty on Company and Officers: Subjects the company and every officer who is in default to a fixed penalty of ten thousand rupees.
  • Continuing Daily Penalty Ceiling: Imposes an additional penalty of one thousand rupees for each day during which the contravention continues, subject to statutory maximum caps of two lakh rupees for the company and fifty thousand rupees for an officer.
Key Landmark Precedents:
  • Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530: Held that corporate entities cannot claim immunity from statutory penalties; where no specific penal mechanism exists, residual statutory sanctions apply strictly.
  • Assistant Commissioner v. Velliappa Textiles Ltd., (2003) 11 SCC 405: Analyzed the jurisprudence of residual penalties, establishing that statutory non-compliance without explicit criminal sanction attracts the general default provisions enacted by Parliament.
  • S.S. Dhanoa v. Municipal Corporation of Delhi, (1981) 3 SCC 431: Clarified that liability for continuing defaults under statutory regulatory schemes requires proof of an affirmative legal duty left unfulfilled.
Courtroom Practice & Strategic Litigation Guidance:

In adjudication proceedings before the RoC for technical or secretarial non-compliances, argue that Section 450 caps continuing liability at Rs. 50,000 for officers in default, resisting any arbitrary escalation or multi-count stacking of penalties.