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Microlesson · 5-min read

Punishment for Contravention of Section 73 or 76 (Section 76A)

# Section 76A — Punishment for Contravention of Section 73 or Section 76

## When Section 76A is Triggered

Applies where a company:

1. Accepts/invites/allows/causes another to accept or invite any deposit in contravention of the manner or conditions under Section 73 or 76 or rules, OR

2. Fails to repay the deposit or interest within the time specified under Section 73 or 76 or the extended time allowed by the Tribunal.

## Penalty on the Company

TypeAmount
Minimum FineRs. 1 crore OR twice the amount of deposit accepted, whichever is LESS
Maximum FineRs. 10 crore

> ⚠ Note the unusual 'whichever is LESS' for the minimum — drafting choice that softens the floor for small companies whose deposit base is below Rs. 50 lakh.

## Penalty on Every Officer in Default

  • Imprisonment: Up to 7 years, AND
  • Fine: Minimum Rs. 25 lakh, Maximum Rs. 2 crore

## Aggravated Officer Liability — Fraud Element

If it is established that the officer contravened the provisions:

  • Knowingly, OR
  • Wilfully with intent to deceive the company, its shareholders, depositors, creditors, or taxation authorities,

— Then the penalty shall be under Section 447 (Fraud — much more severe punishment).

## Comparison: Section 74(3) vs Section 76A

ElementSection 74(3) — Pre-Act depositsSection 76A — Post-Act deposits (s.73/76)
Company FineMin 1 cr – Max 10 crMin: lower of 1 cr OR 2× deposit; Max 10 cr
Officer7 yrs OR 25L–2cr OR both7 yrs AND 25L–2cr (cumulative)
Fraud triggerNot specificallySection 447 applies

## Key Distinction

Section 74 punishment uses 'OR' (alternative) for officers. Section 76A uses 'AND' (both imprisonment AND fine) for officers — making it harsher.

Worked example

### Example 1

Example 1 — Small Company Floor: A company accepted deposits of Rs. 30 lakh in contravention of Section 73. Twice the deposit = Rs. 60 lakh. Compare: Rs. 1 crore vs Rs. 60 lakh → minimum fine = Rs. 60 lakh (the lower). Maximum = Rs. 10 crore.

### Example 2

Example 2 — Large Company Floor: A company accepted Rs. 5 crore in contravention. Twice deposit = Rs. 10 crore. Compare: Rs. 1 crore vs Rs. 10 crore → minimum fine = Rs. 1 crore.

### Example 3

Example 3 — Officer with Fraud Intent: A director of XYZ Ltd. wilfully accepts deposits beyond ceiling to deceive shareholders. Section 76A's normal punishment is replaced by Section 447 (Fraud) — much harsher punishment.

### Example 4

Example 4 — Distinction from 74(3): Note that for officers, Section 76A uses 'AND' (imprisonment AND fine, both), while Section 74(3) uses 'OR' (alternative). Section 76A is therefore stricter on officers.

⚠️ Common exam mistakes

  • Using 'whichever is HIGHER' for the company's minimum fine — Section 76A says whichever is LOWER between Rs. 1 crore and twice the deposit.
  • Treating officer's imprisonment and fine as alternatives in Section 76A — they are CUMULATIVE ('and').
  • Overlooking Section 447 takeover when fraud/intent to deceive is proved.
  • Confusing Section 76A with Section 74(3): 74(3) covers pre-Act deposits; 76A covers post-Act contraventions of Sections 73/76.
  • Forgetting that the Rs. 10 crore ceiling on company fine applies regardless of size.
Bare-Act text Section 76A · Companies Act, 2013 · click to expand
Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section 73 — the company shall be punishable with fine which shall not be less than one crore rupees or twice the amount of deposit accepted by the company, whichever is lower, but which may extend to ten crore rupees; and every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years and with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees. If it is proved that the officer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.
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