The compounding process is structured and time-bound. Adherence to Secretarial Standards (SS-1) and proper board authorisation are essential from the outset.
Review the specific section under which default has occurred. Compute the total compoundable amount — the fine must not exceed the maximum fine prescribed under that section. Assess whether the offence is compoundable and identify the correct authority (NCLT or RD).
Board / CS FunctionConvene a Board Meeting in accordance with the Companies Act, 2013 and Secretarial Standard-1. Pass a Board Resolution authorising the filing of the compounding application, appointing a director to sign documents on behalf of the company, and appointing a professional representative (Advocate / PCS / CA / CMA) to appear before the authority.
Board Resolution RequiredDraft the application covering the details of the offence, provisions violated, facts of the case, reasons for default, and the proposed compoundable amount. Prepare all supporting annexures including affidavits, power of attorney, memorandum of appearance, and company documents (see Documents page).
Application DraftingSubmit the application electronically via e-Form GNL-1 on the MCA portal along with all supporting documents. Simultaneously, submit a physical copy of the application and annexures to the concerned ROC office and the NCLT / RD, as applicable. The ROC forwards the application to the appropriate authority.
MCA Portal · e-Form GNL-1The authority will schedule a personal hearing. The company may be represented by its director/officer or an authorised representative — Advocate, Practising Company Secretary, CA, or CMA. The NCLT or RD will consider submissions and pass a speaking order with reasons either compounding the offence or rejecting the application.
Hearing & OrderUpon receipt of the compounding order, the specified compounding fee must be paid within the timeframe stipulated in the order. The amount paid is not a penalty and does not attract director disqualification under Section 164. The fee shall not exceed the maximum fine prescribed under the relevant section.
Payment ComplianceWithin 7 days of the compounding order being made available to the applicant, the company must file e-Form INC-28 with the Registrar of Companies to intimate the outcome of the compounding proceedings. Non-compliance with this timeline may itself attract further default.
MCA Portal · e-Form INC-28 · 7 DaysFrom the board resolution to the final INC-28 filing — JurisTatva Advisors manages every stage of your compounding application end-to-end.
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