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. The adjudicating officer may, by an order impose the penalty on the company and the officer who is in default stating any non-compliance or default under the relevant provision of the Act.
4. The adjudicating officer shall, before imposing any penalty, give a reasonable opportunity of being heard to such company and the officer who is in default.
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.
i. Where company does not pay the penalty imposed by the adjudicating officer or the Regional Director 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. Where an officer of a company who is in default does not pay the penalty 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.
Legal Commentary & Landmark Judgments: Section 454
Section 454 establishes India's In-House Adjudication Mechanism (IAM), empowering Registrars of Companies as Adjudicating Officers to impose civil penalties for procedural defaults without criminal court trial.
Under sub-section (8), failure to pay the penalty within ninety days attracts severe criminal liability: fines up to five lakh rupees on the company, and imprisonment up to six months or fine up to one lakh rupees on defaulting officers.
Section 454 is the centerpiece of the decriminalization revolution in Indian company law. Over sixty technical offenses previously triable by criminal magistrates were transitioned to Section 454 civil adjudication. ROC Adjudicating Officers conduct paperless e-adjudication, issuing penalties for late filings, defective notices, or improper registers, with appeals lying to the Regional Director under Section 454(5).