Proportionality in company penalty quantification requires aggravating and mitigating factors; mechanical multiplication of director liability is impermissible.

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....HC held that Section 39(5) of the Companies Act must be applied with proportionality, so penalty quantification cannot be reduced to a mechanical daily computation; aggravating and mitigating circumstances must be considered under Rule 3(12), and the impugned order was arbitrary in treating the provision as fixed and mandatory. The Court also held that non-certification of the list of allottees separately with Form PAS-3 remained a technical default attracting liability, although the affirmation in the form mitigated its gravity. On officer liability, the penalty could not be mechanically multiplied by the number of directors; it was modified to joint and several liability against the company and its directors.....