Summary of the Notification dated 2nd November,2018 regarding Provisions of The Companies (Amendment) Ordinance 2018

Summary of Provisions of The Companies (Amendment) Ordinance 2018

(— – …- . Summary of Provisions of The Companies (Amendment) Ordinance 2018
S. No	Chapter/ Section number/ Subsection(s) in the Companies Act, 2013	Section	The Companies Act 2013	The Companies (Amendment) Ordinance 2018	Remarks
1.	Chapter I- Short Title, Commencement and Definitions	2 (41) Financial year	Financial year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up: Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts	For the first proviso the following shall be substituted: “Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year: Provided further that any application pending before the Tribunal as on the date of commencement of the	Instead of Tribunal, the application for following a different financial year is to be submitted to Central Government. For pending applications, disposal shall be made by the Tribunal as per the existing provisions
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outside India, the Tribunal

may, if it is satisfied, allow

any period as its financial

year, whether or not that
period is a year:

Provided further that a

company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such

commencement, align its

financial year as per the
provisions of this clause;

Companies (Amendment)

Ordinance, 2018, shall be

disposed of by the Tribunal in

accordance with the provisions

applicable to it before such
commencement.”;

(b) in the second proviso, for

the words “Provided further that”, the words “Provided also that” shall be substituted.

CHAPTER II

Incorporation Of

Company And

Matters Incidental

Thereto

Insertion of new section 10(A)

(Commencemen t of Business etc)

New insertion

After section 10 of the principal Act, the following section shall be inserted, namely:—

(1) A company incorporated after
the commencement of the

Companies (Amendment)

Ordinance, 2018 and having a share capital shall not commence any business or exercise any borrowing powers unless—

(a) a declaration is filed by a

director within a period of one hundred and eighty days of the date of incorporation of the company in such form

This Section has been

inserted as a new Section
after certain

modifications in Section 11 which was omitted by Companies (Amendment) Act 2015.

Declaration by the

directors to ROC for

payment of value of

shares by the subscribers to the memorandum is required to be filed for any amount of share capital within 180 days.

and verified in such manner In case declaration has as may be prescribed, with not been filed and ROC the Registrar that every has reasons to believe subscriber to the that no business has
memorandum has paid the been transacted, the value of the shares agreed process of removal of the to be taken by him on the company u/s 248 of the date of making of such Act can be initiated.

declaration; and

(b) the company has filed with Consequential

the Registrar a verification of amendment has been its registered office as made u/s 248 of the Act. provided in sub-1 section (2)

of section 12.

(2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees.

(3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred and eighty days of the

date of incorporation of the

company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he

may, without prejudice to the

provisions of sub-section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

CHAPTER II

Incorporation Of

Company And

Matters Incidental

Thereto

Insertion of new sub-section (9) after Section 12 sub section 8

New insertion

In section 12 of the principal Act,
after sub-section (8), the

following sub-section shall be
inserted, namely:—

“(9) If the Registrar has

reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-

section (1), he may without

prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.”.

In case the Registrar has
reasons to believe that

the company is not carrying on any business, physical verification may be made to verify.

In case of default, even removal of name of the company may be initiated.

CHAPTER II

Incorporation Of

Company And

Matters Incidental

Thereto

Section 14(1)

and (2)

– Alteration of articles

(1) Subject to the provisions
of this Act and the conditions
contained in its

memorandum, if any, a
company may, by a special
resolution, alter its articles

including alterations having
the effect of conversion of—

(a) a private company into a public company; or

(b) a public company into a private company:

Provided that where a

company being a private

company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, the company shall, as from the date of such alteration, cease to be a private company:

Provided further that any

alteration having the effect of
conversion of a public

company into a private
company shall not take effect
except with the approval of

(i) in sub-section (1), for the

second proviso, the following

proviso shall be substituted,
namely:—

“Provided further that any

alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central

Government on an application made in such form and manner as may be prescribed:

Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (Amendment)

Ordinance, 2018, shall be

disposed of by the Tribunal in

accordance with the provisions

applicable to it before such
commencement.”;

(ii) in sub-section (2), for the

word “Tribunal”, the words

“Central Government” shall be
substituted.

Instead of Tribunal, the
application for conversion
of public company to

private company and

vice-versa is to be

submitted to Central
Government.

For pending applications, disposal shall be made by the Tribunal as per the existing provisions

the Tribunal which shall make such order as it may deem fit.

(2) Every alteration of the

articles under this section and a copy of the order of the Tribunal approving the alteration as per sub-section (1) shall be filed with the

Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.

CHAPTER IV

Share Capital And Debentures

Section 53(3)

– Prohibition

on issue of

shares at
discount

(3)     Where                  a company
contravenes the provisions of this section,    the company
shall be punishable with fine which shall not be less than one lakh rupees but which may extend to                five          lakh
rupees and every officer who is in                default        shall      be

punishable with

imprisonment for a term

which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

In section 53 of the principal Act, for sub-section (3), the following sub-section shall be substituted, namely:—

“(3) Where any company fails to comply with the provisions of this section, such company and every officer who is in default shall be liable to a penalty which may extend to an amount equal to the amount raised through the issue of shares at a discount or five lakh rupees, whichever is less, and the company shall also be liable to refund all monies received with interest at the rate

Penalty has been linked
with amount raised

through the issue of shares at a discount or a penalty of Rs. 5 lakhs whichever is less.

Further, in case of

default, the company is
required to refund the

amount alongwith 12%
interest per annum.

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				of twelve per cent. per annum from the date of issue of such shares to the persons to whom such shares have been issued.”.
6.	CHAPTER IV Share Capital And Debentures	Section 64(2) -Notice to be given to Registrar for alteration of share capital	2) If a company and any officer of the company who is in default contravenes the provisions of sub-section *(1),* it or he shall be punishable with fine which may extend to one thousand rupees for each day during which such default continues, or five lakh rupees, whichever is less.	In section 64 of the principal Act, for sub-section (2), the following sub-section shall be substituted, namely:— “(2) Where any company fails to comply with the provisions of sub-section (1), such company and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues, or five lakh rupees whichever is less.”.	Minimum penalty has been raised to Rs 1000 for each day.
7.	CHAPTER VI Registration Of Charges	Section 77(1) -Duty to register charges, etc.—	—*(1)* It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge- holder together with the instruments, if any, creating such charge in such form, on	In section 77 of the principal Act, in sub-section (1), for the first and second provisos, the following provisos shall be substituted, namely:— “Provided that the Registrar may, on an application by the company, allow such registration to be made— (a) in case of charges created before the commencement of the Companies (Amendment)	The Registrar may not allow to register charge after 60 days. Earlier the Registrar may allow to register within a period of 300 days. Further period of 60 days is allowed to register charge. Earlier there was no specific time limit.
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			payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation:	Ordinance, 2018, within a period of three hundred days of such creation; or (b) in case of charges created on or after the commencement of
			Provided that the Registrar	the Companies (Amendment)
			may, on an application by the	Ordinance, 2018, within a period
			company, allow such	of sixty days of such creation, on
			registration to be made	payment of such additional fees
			within a period of three	as may be prescribed:
			hundred days of such creation on payment of such	Provided further that if the
			additional fees as may be	registration is not made within
			prescribed:	the period specified—
				(a) in clause (a) to the first
			Provided further that if	proviso, the registration of the
			registration is not made	charge shall be made within six
			within a period of three	months from the date of
			hundred days of such	commencement of the
			creation, the company shall	Companies (Amendment)
			seek extension of time in	Ordinance, 2018, on payment of
			accordance with section 87:	such additional fees as may be prescribed and different fees may be prescribed for different classes of companies;
				(b) in clause (b) to the first proviso, the Registrar may, on an application, allow such registration to be made within a further period of sixty days after payment of such advalorem fees

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				as may be prescribed.”.
8.	CHAPTER VI Registration Of Charges	Section 86- Punishment for contravention New insertion of sub section (1) and (2)	If any company contravenes any provision of this Chapter, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to ten lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty- five thousand rupees but which may extend to one lakh rupees, or with both.	Section 86 of the principal Act shall be numbered as subsection (1) thereof and after sub-section (1) as so numbered, the following sub-section shall be inserted, namely:— “(2) If any person wilfully furnishes any false or incorrect information or knowingly suppresses any material information, required to be registered in accordance with the provisions of section 77, he shall be liable for action under section 447.”	New Subsection inserted to provide for wilful default. In case of wilful default, a person shall be liable under section 447 of the Act.
9.	CHAPTER VI Registration Of Charges	Section 87 – Rectification by Central Government in register of charges	(1) The Central Government on being satisfied that— *(I)* *(a)* the omission to file with the Registrar the particulars of any charge created by a company or any charge subject to which any property has been acquired by a company or any modification of such charge; or *(b)* the omission to register	For section 87 of the principal Act, the following section shall be substituted, namely:— “87. The Central Government on being satisfied that — (a) the omission to give intimation to the Registrar of the payment or satisfaction of a charge, within the time required under this Chapter; or	Rectification is allowed only in case of accidental or due to inadvertence or some other sufficient cause or it is not of a nature to prejudice the position of creditors or shareholders of the company.
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any charge within the time (b) the omission or

required under this Chapter misstatement of any particulars or the omission to give with respect to any such charge intimation to the Registrar of or modification or with respect to the payment or the any memorandum of satisfaction satisfaction of a charge, or other entry made in pursuance within the time required of section 82 or section 83, was under this Chapter; or accidental or due to inadvertence (c) the omission or mis or some other sufficient cause or statement of any particular it is not of a nature to prejudice with respect to any such the position of creditors or charge or modification or shareholders of the company, it with respect to any may, on the application of the

memorandum of satisfaction company or any person
or other entry made in interested and on such terms and
pursuance of section 82 or conditions as the Central

section 83, Government deems just and was accidental or due to expedient, direct that the time for inadvertence or some other the giving of intimation of sufficient cause or it is not of payment or satisfaction shall be a nature to prejudice the extended or, as the case may position of creditors or require, that the omission or shareholders of the company; misstatement shall be rectified” or

(ii) on any other grounds, it

is just and equitable to grant

relief, it may on the

application of the company or

any person interested and on

such terms and conditions as

it may seem to the Central

Government just and

expedient, direct that the

time for the filing of the 63 particulars or for the registration of the charge or for the giving of intimation of payment or satisfaction shall be extended or, as the case may require, that the

omission or mis-statement
shall be rectified.

10.

CHAPTER VII

Management and

Administration

Section 90 (9)

and (10) -Register of significant beneficial owners in a Company.

(9) The company or the

person aggrieved by the

order of the Tribunal may
make an application to the
Tribunal for relaxation or

lifting of the restrictions
placed under

sub-section (8).

(10) If any person fails to

make a declaration as

required under sub-section

(1) he shall be punishable with fine which shall not be less than one lakh rupees but which may extend to ten lakh rupees and where the failure is a continuing one, with a further fine which may

extend to one thousand rupees for every day after the first during which the failure continues.

For section 90 of the principal Act, the following sub-section shall be substituted, namely:—

“(9) The company or the person aggrieved by the order of the Tribunal may make an application to the Tribunal for relaxation or lifting of the restrictions placed under sub-section (8), within a period of one year from the date of such order.

Provided that if no such

application has been filed within a period of one year from the date of the order under sub-section (8), such shares shall be transferred to the authority constituted under sub-section (5) of section 125, in such manner as may be prescribed;

Time period of 1 year has been provided for making application to the Tribunal for relaxation of restrictions.

Also, if no application has been filed shares shall be transferred to IEPF.

The penalty has been

extended to include

Imprisonment alongwith
fine.

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				(ii) in sub-section (10),- (a) after the word “punishable”, the words “with imprisonment for a term which may extend to one year or” shall be inserted; (b) after the words “ten lakh rupees”, the words “or with both” shall be inserted.
11.	CHAPTER VII Management and Administration	Section 92(5) – Annual return.	(5) If a company fails to file its annual return under sub- section *(4),* before the expiry of the period specified therein, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.	For section 92 of the principal Act, the following section shall be substituted, namely:— “(5) If any company fails to file its annual return under sub- section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.”.	For non filing of Annual Return in time, monetary penalty has been levied. Imprisonment punishment has been withdrawn. Penalty for continuing default has been inserted.
12.	CHAPTER VII Management and Administration	Section 102 (5) -Statement to be annexed to	(5) If any default is made in complying with the provisions of this section, every	13.In section 102 of the principal Act, for sub-section (5), the following sub-section shall be	Minimum Penalty has been fixed to Rs 50000.
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		notice.	promoter, director, manager or other key managerial personnel who is in default shall be punishable with fine which may extend to fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is more.	substituted, namely:— “(5) Without prejudice to the provisions of sub-section (4), if any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is higher.”.
13.	CHAPTER VII Management and Administration	Section 105 (3) -Proxies	*(3)* If default is made in complying with sub-section *(2),* every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.	In section 105 of the principal Act, in sub-section (3), for the words “punishable with fine which may extend to five thousand rupees”, the words “liable to a penalty of five thousand rupees” shall be substituted	Penalty has been fixed to Rs 5000.
14.	CHAPTER VII Management and Administration	Section 117 (2) – Resolutions and agreements to be filed	*(2)* If a company fails to file the resolution or the agreement under sub-section *(1)* before the expiry of the period specified therein, the company shall be punishable with fine which shall not be	15. In section 117 of the principal Act, for sub-section (2), the following sub-section shall be substituted, namely:— “(2) If any company fails to file the resolution or the agreement	Penalty has been made harsher. In case of default, per day penalty has been introduced.
13

less than one lakh rupees but which may extend to twenty- five lakh rupees and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a

maximum of twenty-five lakh
rupees and every officer of the
company who is in default

including liquidator of the company, if any, shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of five

hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees.”.

Penalty for continuing

default has been
inserted.

15.

CHAPTER VII

Management and

Administration

Section 121 (3) – Report on
annual

general

meeting

(3) If the company fails to file the report under sub-section (2) before the expiry of the period specified therein, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable

In section 121 of the principal

Act, for sub-section (3),
Amendment of the following sub-
section shall be substituted,

namely:— section 121.

“(3) If the company fails to file the report under sub-section (2) before the expiry of the period specified therein, such company shall be liable to a penalty of one

In case of default, per

day penalty has been
introduced.

Penalty for continuing

default has been
inserted.

For Company Minimum- Rs 1 lakh

with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees

lakh rupees and in case of

continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.”

Further Penalty

Per Day – Rs 500 Subject to Rs 5 lakh For Officer

Minimum- Rs 0.25 lakh Further Penalty

Per Day – Rs 500 Subject to Rs 1 lakh

16.

CHAPTER IX Account of
Companies

Section 137 (3)

– Copy of
financial

statement to
be filed with Registrar

(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh

rupees, and the managing

director and the Chief

Financial Officer of the

In section 137 of the principal

Act, in sub-section (3),—
Amendment of section 137.

(a) for the words “punishable
with fine”, the words “liable to a penalty” shall be substituted;

(b) for the words “punishable

with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees or with both”, the words “shall be liable to a penalty of

For non filing of Financial
Statements in time,

monetary penalty has
been levied.

Penalty for continuing

default has been
inserted.

In case of default, per

day penalty has been
introduced.

Imprisonment

punishment has been

withdrawn.

company, if any, and, in the
absence of the managing

director and the Chief

Financial Officer, any other
director who is charged by
the Board with the

responsibility of complying

with the provisions of this section, and, in the absence of any such director, all the directors of the company,

shall be punishable with

imprisonment for a term

which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

one lakh rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees” shall be substituted.

17.

CHAPTER X

Audit And Auditors

Section 140 (3) Removal, resignation of

auditor and

giving of

special notice.

(3) If the auditor does not comply with sub-section (2), he or it shall be punishable with fine which shall not be less than fifty thousand rupees or the remuneration of the auditor, whichever is less, but which may extend to five lakh rupees.

In section 140 of the principal

Act, for sub-section (3), the

following sub-section shall be
substituted, namely:—

“(3) If the auditor does not

comply with the provisions of sub-section (2), he or it shall be liable to a penalty of fifty thousand rupees or an amount equal to the remuneration of the auditor, whichever is less, and in case of continuing failure, with further penalty of five hundred

For non compliance by
the auditor of the

provisions of removal,

resignation, penalty for

continuing default has

been inserted.

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				rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees”
18.	CHAPTER XI Appointment And Qualifications Of Directors	Section 157 (2) – Company to inform Director Identification Number to Registrar	(2) If a company fails to furnish Director Identification Number under sub-section (1), the company shall be punishable with fine which shall not be less than twenty- five thousand rupees but which may extend to one lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees	In section 157 of the principal Act, for sub-section (2), the following sub-section shall be substituted, namely:— “(2) If any company fails to furnish the Director Identification Number under sub-section (1), such company shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees, and every officer of the company who is in default shall be liable to a penalty of not less than twenty-five thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.”.	Penalty for continuing default has been inserted. In case of default, per day penalty has been introduced.
19.	CHAPTER XI Appointment And	Section 159	Punishment for contravention.—	For section 159 of the principal Act, the following section shall be	Imprisonment punishment has been
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Qualifications Of

Directors

Substitution

of new section for section 159.

Penalty for default of certain provisions

If any individual or director of a company, contravenes any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be punishable with

imprisonment for a term

which may extend to six months or with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which the contravention continues

substituted, namely:—

“159. If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such

individual or director of the

company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues.”.

withdrawn.

20.

CHAPTER XI

Appointment And

Qualifications Of

Directors

Section 164(1) –

Disqualificatio ns for
appointment of director

(1) A person shall not be

eligible for appointment as a director of a company, if

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged
insolvent;

(c) he has applied to be
adjudicated as an insolvent and his application is
pending;

(d) he has been convicted by a court of any offence,

In section 164 of the principal

Act, in sub-section (1), after clause (h), the following clause shall be inserted, namely:—

“(i) he has not complied with the provisions of sub-section (1) of section 165.”.

A director is disqualified if he is holding directorship in more than 20 companies including alternate directorship.

whether involving moral

turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence:

Provided that if a person has
been convicted of any

offence and sentenced in

respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force;

(f) he has not paid any calls in respect of any shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day
fixed for the payment of the call;

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			(g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or (h) he has not complied with sub-section (3) of section 152.
21.	CHAPTER XI Appointment And Qualifications Of Directors	Section 165 (6) – Number of directorships	(6) If a person accepts an appointment as a director in contravention of sub-section (1), he shall be punishable with fine which shall not be less than five thousand rupees but which may extend to twenty-five thousand rupees for every day after the first during which the contravention continues.	In section 165 of the principal Act, in sub-section (6), for the portion beginning with “punishable with fine” and ending with “contravention continues”, the words “liable to a penalty of five thousand rupees for each day after the first during which such contravention continues” shall be substituted.	Maximum capping for penalty has been removed.
22.	CHAPTER XII Meeting of Board and its Powers	Section 191 (5) – Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.	(5) If a director of the company contravenes the provisions of this section, such director shall be punishable with fine which shall not be less than twenty- five thousand rupees but which may extend to one lakh rupees.	In section 191 of the principal Act, for sub-section (5), the following sub-section shall be substituted, namely: “(5) If a director of the company makes any default in complying with the provisions of this section, such director shall be liable to a penalty of one lakh rupees.”	In case of default, director shall be liable for a penalty of Rs 1 lakh. Penalty has been fixed.
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23.	CHAPTER XIII Appointment And Remuneration Of Managerial Personnel	Section 197 (7) and (15) -Overall maximum managerial remuneration and managerial remuneration	(7) Notwithstanding anything contained in any other provision of this Act but subject to the provisions of this section, an independent director shall not be entitled to any stock option and may receive remuneration by way of fees provided under sub-	In section 197 of the principal Act,— (a) sub-section (7) shall be omitted; (b) for sub-section (15), the following sub-section shall be substituted, namely:— “(15) If any person makes any default in complying with the	Sub Section (⁷) prohibited an Independent Director to take Stock Option. With the omission of the said sub-section, an independent director shall be entitled to any
		in case of	section (5), reimbursement of	provisions of this section, he shall	stock option.
		absence or	expenses for participation in	be liable to a penalty of one lakh
		inadequacy of	the Board and other	rupees and where any default	Further, an
		profits.	meetings and profit related commission as may be	has been made by a company, the company shall be liable to a	independent director is entitled to receive
			approved by the members. ( 1 5) If any person contravenes the provisions of this section, he shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.	penalty of five lakh rupees.”.	remuneration by way of fees, reimbursement of expenses for participation in the Board and other meetings and profit related commission without approval by the members.
					Penalty has been fixed.
					In case of default, director shall be liable for a penalty of Rs 1 lakh.
					In case of default, company shall be liable for a penalty of Rs 5

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					lakh.
24.	CHAPTER XIII Appointment And Remuneration Of Managerial Personnel	Section 203 (5) – Appointment of key managerial personnel	(5) If a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every director and key managerial personnel of the company who is in default shall be punishable with fine which may 128 extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.	In section 203 of the principal Act, for sub-section (5), the following sub-section shall be substituted, namely:— “(5) If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.”.	Penalty has been fixed. In case of default, director shall be liable for a penalty of Rs 1 lakh. In case of default, company shall be liable for a penalty of Rs 5 lakh.
25.	CHAPTER XV Compromises, Arrangements And Amalgamations	Section 238 (3) – Registration of offer of schemes involving transfer of shares	*(3)* The director who issues a circular which has not been presented for registration and registered under clause *(c)* of sub-section *(1),* shall be punishable with fine which shall not be less than twenty- five thousand rupees but which may extend to five lakh rupees.	In section 238 of the principal Act, in sub-section (3), for the words “punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees”, the words “liable to a penalty of one lakh rupees” shall be substituted.	Penalty has been fixed. In case of default, director shall be liable for a penalty of Rs 1 lakh.
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26.	CHAPTER XVIII Removal Of Names Of Companies From The Register Of Companies	Section 248 (1) – Power of Registrar to remove name of company from register of companies	*(1)* Where the Registrar has reasonable cause to believe that— *(a)* a company has failed to commence its business within one year of its incorporation; 1 [or] (b)* * * * * *(c)* a company is not carrying	In section 248 of the principal Act, in sub-section (1), (a) in clause (c), for the word and figures “section 455,”, the words and figures “section 455; or” shall be substituted; (b) after clause (c) and before the long line, the following	Effect of insertion of Section 10A Name of the company may be removed in case subscribers to the memorandum have not paid the subscription which they had
			on any business or operation	clauses shall be inserted,	undertaken to pay at the
			for a period of two	namely:—	time of incorporation of a
			immediately preceding	“(d) the subscribers to the	company and a
			financial years and has not	memorandum have not paid the	declaration to this effect
			made any application within	subscription which they had	has not been filed within
			such period for obtaining the	undertaken to pay at the time of	one hundred and eighty
			status of a dormant company	incorporation of a company and a	days of its incorporation.
			under section 455, he shall	declaration to this effect has not
			send a notice to the company	been filed within one hundred
			and all the directors of the	and eighty days of its
			company, of his intention to	incorporation under sub-section
			remove the name of the	(1) of section 10A; or
			company from the register of
			companies and requesting
			them to send their
			representations along with
			copies of the relevant
			documents, if any, within a
			period of thirty days from the
			date of the notice.

27.	CHAPTER XXVIII Special Courts	Section 441 (1) and (6) – Compounding of certain offences	*(1)* Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence punishable under this Act (whether committed by a company or any officer thereof) not being an offence	In section 441 of the principal Act,— (a) in sub-section (1), in clause (b), for the words “does not exceed five lakh rupees”, the words “does not exceed twenty- five lakh rupees” shall be substituted;	Penalty has been made harsher, raised from Rs 5 lakh to Rs 25 lakh. Any offence which is punishable under this Act with imprisonment only or with imprisonment and
			punishable with	(b) for sub-section (6), the	also with fine shall not be
			imprisonment only, or	following sub-section shall be	compoundable.
			punishable with	substituted, namely:—
			imprisonment and also with	“(6) Notwithstanding anything	Earlier the same could in
			fine, may, either before or	contained in the Code of Criminal	certain cases.
			after the institution of any	Procedure, 1973, any offence
			prosecution, be compounded	which is punishable under this
			by—	Act with imprisonment only or
			(a) the Tribunal; or	with imprisonment and also with
			(b) where the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the Regional	fine shall not be compoundable.”
			Director or any officer authorised by the Central
			Government, on payment or credit, by the company or, as the case may be, the officer, to the Central Government of such sum as that Tribunal or the Regional Director or any officer authorised by the
			Central Government, as the

9 i.
			case may be, may specify:
28.	CHAPTER XXVIII Special Courts	Section 446 B – Lesser penalties for One Person Companies or small companies.	Notwithstanding anything contained in this Act, if a One Person Company or a small company fails to comply with the provisions of sub-section (5) of section 92, sub-section (2) of section 117 or sub- section (3) of section 137, such company and officer in default of such company shall be punishable with fine or imprisonment or fine and imprisonment, as the case may be, which shall not be more than one-half of the fine or imprisonment or fine and imprisonment, as the case may be, of the minimum or maximum fine or imprisonment or fine and imprisonment, as the case may be, specified in such sections.”.	In section 446B of the principal Act, for the portion beginning with “punishable with fine” and ending with “specified in such sections”, the words “liable to a penalty which shall not be more than one half of the penalty specified in such sections” shall be substituted.	Penalties for One Person Companies and Small companies have been linked with the respective section.
29.	CHAPTER XXIX Miscellaneous	Section 447 (3) – Punishment for fraud	Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be guilty of fraud, involving an amount of	In section 447 of the principal Act, in the second proviso, for the words “twenty lakh rupees”, the words “fifty lakh rupees” shall be substituted	Penalty for Fraud has been raised from Rs 25 lakh to Rs 50 lakh.
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at least ten lakh rupees or one per cent of the turnover of the company, whichever is lower shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to

three times the amount
involved in the fraud:

Provided that where the

fraud in question involves
public interest, the term of
imprisonment shall not be

less than three years.

“Provided further that 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, any person guilty of such fraud shall be punishable with

imprisonment for a term

which may extend to five
years or with fine which may

extend to twenty lakh rupees or with both.”

30.

CHAPTER XXIX Miscellaneous

Section 454 (3) – Adjudication of penalties

(3) The adjudicating officer may, by an order impose the penalty on the company and the officer who is in default stating any non-compliance or default under the relevant provision of the Act.

31. In section 454 of the

principal Act, —

(i) for sub-section (3), the

following sub-section shall be
substituted, namely: —

“(3) The adjudicating officer may, by an order—

(a) impose the penalty on the
company, the officer who is in default, or any other person, as the case may be, stating therein any non-compliance or default
under the relevant provisions of this Act; and

(b) direct such company, or
officer who is in default, or any other person, as the case may be, to rectify the default,
wherever he considers fit.”;

(ii) in sub-section (8), —

(a) in clause (i), for the words
“does not pay the penalty

imposed by the adjudicating officer or the Regional Director”, the words, brackets and figures. fails to comply with the order made under sub-section (3) or sub-section (7), as the case may

Rectification of default

has been introduced.

Subsection 8 rephrased

by including non

compliance with the
Order.

9
				be,” shall be substituted; (b) in clause (ii), for the words “does not pay the penalty”, the words, brackets and figures “fails to comply with the order made under sub-section (3) or subsection (7), as the case may be,” shall be substituted.
31.	CHAPTER XXIX Miscellaneous	Insertion of a new section 454A. Penalty for repeated default.	New Insertion	After section 454 of the principal Act, the following section shall be inserted, namely:— “454A. Where a company or an officer of a company or any other person having already been subjected to penalty for default under any provisions of this Act, again commits such default within a period of three years from the date of order imposing such penalty passed by the adjudicating officer or the Regional Director, as the case may be, it or he shall be liable for the second or subsequent defaults for an amount equal to twice the amount of penalty provided for such default under the relevant provisions of this Act.”.	New Section inserted for Repeated defaults. In case of repeated default an amount equal to twice the amount of penalty provided for such default under the relevant provisions of this Act.
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