Chapter XXIX - Miscellaneous
Section 454A
Section 454A: penalty for repeated default
Section 454A applies when a company, an officer or any other person has already been penalised for a default and commits the same default again within three years of the penalty order. The order must have been passed by the adjudicating officer or the Regional Director. For the second or later default, the amount is twice the penalty provided for that default.
On this page
Need advice on Section 454A?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Where a company or an officer of a company or any other person having already been subjected to penalty for default under any provisions of this Act, again commits such default within a period of three years from the date of order imposing such penalty passed by the adjudicating officer or the Regional Director, as the case may be, it or he shall be liable for the second or subsequent defaults for an amount equal to twice the amount of penalty provided for such default under the relevant provisions of this Act.
Introduction
Section 454A was inserted by the Companies (Amendment) Act, 2019, section 43, and is deemed to have come into force on 2 November 2018 under section 1(2) of that Act.
It complements section 454 (adjudication of penalties). Section 451 deals separately with repeated offences punishable with fine or imprisonment.
Key takeaways
Prior penalty order
Applies only where a penalty order for the default has already been passed by the adjudicating officer or Regional Director.
Three years from the order
The window runs from the date of the order imposing the penalty.
Twice the penalty
The second or later default attracts twice the penalty provided for that default.
When it applies
The section applies where a company, an officer of a company or any other person, having already been subjected to a penalty for default under any provision of the Act, again commits that default within three years from the date of the order imposing the penalty. The order must have been passed by the adjudicating officer or the Regional Director.
Consequence
For the second or later default, the company or person is liable for an amount equal to twice the penalty provided for that default under the relevant provision of the Act.
How it fits with sections 451 and 454
Penalties are adjudged under section 454 by adjudicating officers, with appeals to the Regional Director. Section 454A doubles the penalty for a repeat within three years of such an order. Section 451 is the counterpart for offences punishable with fine or imprisonment.
Practical preparation
Keep a register of every penalty order with its date; diarise three years from each order; fix the process that caused the default; brief officers on prior orders; check whether section 446B limits the penalty for your company.
Practical checklist
Do
- Treat every penalty order as a three-year warning for the same default.
- Rectify the default directed in the order and keep proof.
Avoid
- Do not assume the penalty for a repeat default will be the same as the first time.
- Do not count the three years from the date of the default; the section counts from the date of the penalty order.
Illustrative example
Hypothetical: a second late filing
An adjudicating officer penalises a company for a default under a provision carrying a penalty. Eighteen months after the order, the same default recurs.
Prior order
A penalty order for the default was passed by the adjudicating officer.
Repeat
The same default occurred within three years of that order.
Amount
The company is liable for twice the penalty provided for that default.
Outcome
- A compliance calendar set up after the first order would have prevented the doubled liability.
Glossary
- Adjudicating officer
- An officer appointed by the Central Government under section 454 to adjudge penalties under the Act.
- Regional Director
- The authority to whom appeals against adjudicating officers’ orders lie under section 454.
Frequently asked questions
From when are the three years counted?
From the date of the order imposing the penalty passed by the adjudicating officer or the Regional Director.
Is section 454A the same as section 451?
No. Section 454A applies to penalties adjudged for defaults; section 451 applies to offences punishable with fine or imprisonment.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026