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
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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 ;
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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 ;
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Amendment of Section 121 | Penalty for Failure to file Report on annual general meeting ;
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Amendment of Section 137 | Penalty for failure to file Copy of financial statement to be filed with Registrar ;
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Amendment of Section 140 | Penalty on auditor for failure to file Resignation within 30 days to the Registrar:
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Amendment of Section 157 | Penalty for failure to furnish Director Identification Number to Registrar ;
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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 ;
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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;
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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 ;
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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)
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Amendment of Section 203 | Penalty for contravention of Section 203 (Appointment of key managerial personnel)
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Amendment of Section 238 | Penalty for default in Registration of offer of schemes involving transfer of shares with the registrar;
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Amendment of Section 248 | Power of Registrar to remove name of company from register of companies;
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Amendment of Section 441 |
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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. |
Source: http://mca.gov.in/Ministry/pdf/NotificationCAO2019_15012019.pdf
Note: Companies (Amendment) Ordinance 2019 applicable w.e.f 2nd day of November 2018