Highlights of Companies (Amendment) Ordinance 2019
Insertion of new Section 10A
Company having sharing capital shall not commence any business or exercise any borrowing powers unless ;
Penalty for non-compliance
Amendment of Section 12
The ROC may cause a physical verification of the registered office of the company and in case of any default (if the address is bogus or improper), Registrar may initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Amendment of Section 14
Central Government approval made mandatory for any alteration of articles for conversion of Public company into a Private company
Amendment of Section 53
Company cannot issue shares at discount, – heavy penalty imposed on violation.
Amendment of Section 64
Alteration of Authorised Capital to be intimated to Registrar within 30 days,
In case of default – penalty 1000 every day or 5 Lac whichever is less.
Amendment of Section 77
Creation of charge filing with ROC- time limit reduced from 300 days to 60 days.
Amendment of Section 86
Wrong statement/ information in filing Charge forms with ROC may lead to misrepresentation and Jail
Amendment of Section 92
Penalty in case of failure to file Annual Returns by the company ;
Amendment of Section 102
Explanatory statement to be given with Notice of General Meeting must contain all details as required by Law.
If no detail/short detail/misleading – penalty for every promoter, director, manager, KMP of the company – ₹ 50000/-
Amendment of Section 105
In Section 105(3) for the word “punishable with fine which may extend to five thousand rupees”, the words “Liable to a penalty of five thousand rupees” shall be substituted.
Amendment of Section 117
Increase in penalty for Delay in filing of Resolutions and agreements by the company ;
Amendment of Section 121
Penalty for Failure to file Report on annual general meeting ;
Amendment of Section 137
Penalty for failure to file Copy of financial statement to be filed with Registrar ;
Amendment of Section 140
Penalty on auditor for failure to file Resignation within 30 days to the Registrar:
Amendment of Section 157
Penalty for failure to furnish Director Identification Number to Registrar ;
Amendment of Section 159
Penalty for contravention of
Sec- 155 (Appointment of directors),
Sec- 155 (Prohibition to obtain more than one DIN) and
Sec- 156 (Intimation of DIN to company)
Individual or director in default shall be liable to a penalty of ;
Amendment of Section 164
Disqualification of director in case he holds directorship or any alternate directorship in more than twenty Companies.
Amendment of Section 165
Penalty If a person accepts an appointment as a director in more than 20 companies;
Amendment of Section 191
Penalty on director if receives Payment for loss of office, etc., in connection with transfer of undertaking, property or shares in contravention of Section 191 ;
Amendment of Section 197
Penalty for contravention of section 197 (Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits)
Amendment of Section 203
Penalty for contravention of Section 203 (Appointment of key managerial personnel)
Amendment of Section 238
Penalty for default in Registration of offer of schemes involving transfer of shares with the registrar;
Amendment of Section 248
Power of Registrar to remove name of company from register of companies;
Amendment of Section 441
Amendment of Section 447
Penalty for fraud has been increased to ₹ 50 lakhs from ₹ 20 lakhs.
Where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of the company, whichever is lower, and does not involve public interest.
Note: Companies (Amendment) Ordinance 2019 applicable w.e.f 2nd day of November 2018