Companies (Amendment) Act, 2020

CS Meenakshi Jayaraman
Companies (Amendment) Act, 2020

Credits and Acknowledgments
Sundar Rajan S
Iswariya BS
2

3
Legends used in the Presentation
Act Companies Act NCLT National Company Law
Tribunal
Amendment Act Companies Amendment
Act
PCS Practising Company
Secretary
BOD Board of Directors ROC Registrar of Companies
CG Central Government SE Stock Exchange
CLC Company Law Committee SEBI Securities and Exchange
Board of India
MCA Ministry of Corporate
Affairs
Sec. Section
MSME Micro Small and Medium
Enterprises
u/s Under section

Presentation Schema
4
Overview
Amendments in which
penalty of imprisonment
is deleted
Distinguish between fine
and penalty
Amendments in which
fine is changed to penalty
Powers given to CG Miscellaneous provisions

Overview
5
To facilitate greater ease of living to law abiding corporates and to
decriminalise certain offences, CLC was constituted on 18th
September, 2019
CLC submitted its report on 14th November 2019
Primarily focusing on -
a) decriminalization of certain offenses
b) governance framework for Producer Companies
c) recommendations related to further ease of living

Contd.
6
Bill was passed to reduce compliance burden for MSMEs and
promote ease of living to corporates
Lok Sabha on
19th September, 2020
Rajya Sabha on
22nd September, 2020
President’s assent on
28th September, 2020

Amendments – Removal of
imprisonment
7

8
Section and description Earlier provision in the Act Amendment Act, 2020
Sec 8: Formation of
Companies with Charitable
Objects, etc
Sub-section (11): Default in
complying with provisions
of Sec 8
• Directors and every officer of the
company who is in default are
liable to,
Imprisonment - up to 3 years; or
Fine: Rs. 25,000 to 25 lakhs; or with
both
• Directors and every officer of the
company who is in default are liable to,
Fine: Rs. 25,000 to 25 lakhs
Sec 26: Matters to be
Stated in Prospectus
of Sec 26
• Every person who is knowingly a
party to the issue of such
prospectus shall be punishable
with,
both
• Every person who is knowingly a party to
the issue of such prospectus shall be
punishable with,

9
Sec 40: Securities to be Dealt with
in Stock Exchanges
complying with provisions of Sec 40
• Every officer in default shall be
punishable with,
Imprisonment - up to 1 year; or
Fine: Rs. 50,000 to 3 lakhs; or with both
• Every officer in default
shall be punishable with,
Sec 48: Variation of Shareholders'
Rights
• Company shall be punishable with,
punishable with,
Imprisonment - up to 6 months; or
• *Omitted*
Sec 59: Rectification of Register of
Members
complying with Tribunal’s order
under Sec 59
Fine: Rs. 1 lakh to 5 lakhs
punishable with,
Fine: Rs. 1 lakh to 3 lakhs; or with both
• *Omitted*
Contd.

10
Sec 68: Power of Company to
Purchase its Own Securities
complying with provisions of
Sec 68
punishable with,
Fine: Rs. 1 lakh to 3 lakhs; or with
both
punishable with,
Sec 71: Debentures
complying with Tribunal’s
order under Sec 71
• Every officer in default shall
punishable with,
Fine: Rs. 2 lakhs to 5 lakhs; or with
both
• *Omitted*
Sec 128: Books of Account,
etc., to be kept by Company
Sec 128
• MD, WTD in charge of finance,
CFO or any other person of a
company charged by the Board
with the duty of complying with
the provisions of this section shall
be punishable with,
Imprisonment: up to 1 year; or
Fine: Rs. 50,000 to 5 lakhs or with
both
• MD, WTD in charge of finance, CFO
or any other person of a company
charged by the Board with the duty
of complying with the provisions of
this section shall be punishable with,
Contd.

11
Sec 147: Punishment for
Contravention
of Sec 139 to 146
punishable with,
Fine: Rs. 10,000 to 1 lakh; or with
both
punishable with,
Fine: Rs. 10,000 to 1 lakh
Sub-section (2) • Contravention of Sec 139, 143, 144
and 145 by an auditor of the
Company
• Where an auditor contravenes the
provisions of Sec 139, 144 and 145,
auditor shall be punishable with,
Fine: Rs. 25,000 to 5 lakhs or four
times the remuneration of auditor,
whichever is less
Sec 167: Vacation of
Office of Director
of Sec 167(1)
• Such director shall be punishable
with,
Fine: Rs. 1 lakh to 5 lakhs; or with
both
• Such director shall be punishable
with,
Contd.

12
Sec 242: Powers of Tribunal
Sub-section (8): Contravening the
provisions of Sec 242 (order given
by Tribunal)
• Every officer in default shall be punishable
with,
Fine: Rs. 25,000 to 1 lakh; or with both
punishable with,
Sec 243: Consequence of
Termination or Modification of
Certain Agreements
provisions of Sec 243
with,
Fine: up to Rs. 5 lakhs; or with both
punishable with,
Fine: up to Rs. 5 lakhs
Sec 302: Dissolution of Company
by Tribunal
Sub-section (3): Forwarding of
copy of tribunal’s order to
Registrar
• Within 30 days from the date of order the
Company Liquidator shall forward it to the
Registrar who shall record in the register
relating to the company a minute of the
dissolution of the company
• Default in the above provision by the
Company Liquidator shall be punishable
with,
Fine: Rs.5,000 for every day of default
• Tribunal shall within 30 days of order
forward a copy of the order to the
Registrar and direct the Company
Liquidator to forward a copy of the
order to the Registrar who shall record
in the register relating to the company a
minute of the dissolution of the
company
• Penalty *Omitted*
Contd.

13
Sec 347: Disposal of Books and
Papers of Company
provisions of Sec 347(3)
• Such person shall be punishable with,
Fine: up to Rs. 50,000; or with both
• Such person shall be punishable with,
Fine: up to Rs. 50,000
Contravention
Contravening the provisions of
Chapter XXII (Companies
incorporated outside India)
with,
punishable with,
Sec 441: Compounding of certain
offences
Sub-section (5): Fails to comply
with any order made by the
Tribunal / RD / any officer
authorised by CG
• Any officer / employee of the Company
Fine: up to Rs. 1 lakh; or with both
• Any officer / employee of the Company
Fine: twice the amount provided in the
corresponding sec. in which punishment
for such offence is provided
Contd.

Amendments – Fine changed to penalty

Distinguish
Particulars Fine Penalty
Meaning Court orders to pay for an offence Court proceedings not
required and imposed on
non-compliance
Common criteria For non-compliance
Requirements Fine requires an order of the Court No such requirement
After Amendment Regulator may levy penalty directly on the defaulting companies

Illustration 1
•A person / beneficial owner fails to make
declaration in Form MGT-4 / Form MGT-5 within a
period of 30 days
Scenario
•Liable to a maximum fine of Rs.50,000 and
Rs.1,000 for every day of continuing default which
was levied by NCLT after hearing the parties
concerned
Earlier provision
•ROC / MCA / any other authority can levy penalty
up to Rs.50,000 and for everyday of continuing
default Rs.200 - Rs.5 lakhs
Amended provision

Illustration 2
•A Practising Company Secretary failed to certify
the Annual return in accordance with sec. 92
Scenario
•PCS shall be liable to a fine ranging from Rs.50,000
to Rs.5 lakhs which was levied by NCLT after
hearing the parties concerned
Earlier provision
•ROC / MCA / any other authority can levy penalty
up to Rs.2 lakhs without making any application to
NCLT / order of NCLT
Amended provision

Impact of Amendment
Earlier provisions:
Non-compliance was made good
by approaching NCLT and paying
the fine after receipt of notice by
defaulting companies from ROC /
MCA / suo-moto application to
NCLT.
In few scenarios, ROC / MCA may
issue notices to defaulting
companies imposing fine.
Current provisions:
ROC can levy penalty
immediately upon filing on MCA
portal, in addition to the late fees
which the company pays at the
time of delay in filing

Sec 56: Transfer and Transmission
of Securities
(1) to (5)
punishable with,
• Company and every officer
in default shall be liable to,
Penalty: Rs. 50,000
contravention
Chapter VI (Registration of Charges)
punishable with,
• Company shall be liable to,
Penalty: Rs. 5 lakhs
shall be liable to,
Penalty: Rs. 50,000
Sec 88: Register of Members, etc.
maintaining registers or in the
prescribed manner
• Company and every officer in default
Fine: Rs. 50,000 to 3 lakhs; and
Rs. 1,000 for everyday of continuing
default
shall be liable to,
Penalty: Rs. 50,000
Provisions

20
Contd.
Sec 89: Declaration in respect
of Beneficial Interest in any
Share
Sub-section (5): Failure to
make declaration under Sec 89
by specified persons in
specified manner
• Such person who failed to
make declaration shall be
punishable with,
Fine: up to Rs. 50,000; and
Rs. 1,000 for every day of
continuing default
• Such person who failed to make
declaration shall be liable to,
Penalty: Rs. 50,000; and
Rs. 200 for every day of continuing
default but not exceeding Rs. 5 lakhs
Sub-section (7): Failure to file
Form MGT-6 with Registrar
within 30 days of receipt of
declaration
• Company and every
officer in default shall be
punishable with,
Fine: Rs. 500 to 1000; and
continuing default
Penalty: Rs. 1,000 for every day of
continuing default but not exceeding
Rs. 5 lakhs
liable to,
Penalty: Rs. 1,000 for every day of
continuing default but not exceeding
Rs. 2 lakhs

21
Sec 90: Register of significant
beneficial owners in a
company
make declaration under Sec
90(1)
• Such person who failed to
make declaration shall be
punishable with,
Imprisonment: up to 1 year;
or
Fine: Rs. 1 lakh to Rs. 10
lakhs; and
continuing default; or with
both imprisonment and fine
• Such person who failed to make
declaration shall be liable to,
Rs. 1,000 for every day of continuing
maintain register in Form BEN-
3, file Form BEN-2 and take
necessary steps under Sec
90(4A)
• Company and every
officer in default shall be
punishable with,
Fine: Rs. 10 lakhs to 50 lakhs;
and
continuing default
Penalty: Rs. 1 lakh; and
liable to,
default but not exceeding Rs. 1 lakh
Contd.

22
Sec 92: Annual Return
filing Annual Return within
the specified period
• Company and every officer
in default shall be liable to,
Rs. 100 for every day of
continuing default but not
exceeding Rs. 5 lakhs
• Every officer in default shall be liable
to,
default but not exceeding Rs. 50,000
Sub-section (6): Failure by
Company Secretary to certify
the Annual Return in
accordance with Sec 92
• Such Company Secretary
• Such Company Secretary shall be
liable to,
Sec 105: Proxies
Sub-section (5): Proxy
invitations are issued at the
company's expense to any
member entitled to have a
notice of the meeting
Every officer of the company
who knowingly issues the
invitations as aforesaid or
wilfully authorises or permits
their issue shall be punishable
with,
Fine: up to Rs. 1 lakh
Every officer of the company who issues
the invitation as aforesaid or authorises
or permits their issue, shall be liable to,
Penalty: Rs. 50,000
Contd.

Sec 124: Unpaid Dividend
Account
of Sec 124
Fine: Rs. 5 lakhs to 25 lakhs
punishable with,
Penalty: Rs. 1 lakh; and
to,
Penalty - Rs. 25,000; and
Sec 134: Financial
Statement, Board’s
Report, etc.
of Sec 134
punishable with,
both
to,
Penalty - Rs. 50,000
Contd.

24
Sec 143: Powers and Duties of
Auditors and Auditing Standards
complying with provisions of Sec
143(12) [Fraud Reporting]
• Auditor, cost accountant or
company secretary in practice
• Auditor, cost accountant or company secretary in
practice shall be liable to,
Penalty: Rs. 5 lakhs (in case of listed Company); or
Rs. 1 lakh (in case of any other Company)
Sec 172: Punishment
Contravening the provisions of
Chapter XI (Appointment and
Qualifications of Directors)
• Company and every officer in
default shall be punishable with,
Penalty: Rs. 50,000; and Rs. 500 for every continuing
day of default but not exceeding Rs. 3 lakhs
• Every officer in default shall be liable to,
Penalty: Rs. 50,000; and Rs. 500 for every continuing
day of default but not exceeding Rs. 1 lakh
Sec 178: Nomination and
Remuneration Committee and
Stakeholders Relationship
Committee
provisions of Sec 177 and 178
• Company shall be punishable
with,
punishable with,
Fine: Rs. 25,000 to 1 lakh; or with
both
Penalty: Rs. 1 lakh
Contd.

25
Sec 184: Disclosure of Interest by
Director
• Such director shall be punishable with,
Fine: up to Rs. 1 lakh; or with both
• Such director shall be liable to,
Penalty: Rs. 1 lakh
Sec 187: Investments of Company
to be Held in its Own Name
with,
Penalty: Rs. 50,000
Sec 188: Related Party
Transactions
• Such director or any other employee of
the Company shall be punishable with,
Imprisonment - up to 1 year (in case of listed
Company); or
Fine: Rs. 25,000 to 5 lakhs (in case of any
Company); or with both (in case of listed
Company)
• Such director or any other employee of
the Company shall be liable to,
Penalty: Rs. 25 lakhs (in case of listed
Company); or
Rs. 5 lakhs (in case of any other Company)
Contd.

26
Sec 204: Secretarial Audit for
Bigger Companies
• Company, every officer of the company or
the company secretary in practice who is
in default shall be punishable with,
• Company, every officer of the company
or the company secretary in practice
who is in default shall be liable to,
Sec 232: Merger and
Amalgamation of Companies
• Company (transferor and transferee) shall
be punishable with,
• Every officer in default (transferor and
transferee) shall be punishable with,
Fine: Rs. 1 lakh to 3 lakhs; or with both
• Failure to comply with Sec 232(5) by
Company and every officer in default
shall be liable to,
Penalty: Rs. 20,000; and Rs. 1,000 for
every continuing day of default but not
exceeding Rs. 3 lakhs
Sec 247: Valuation by Registered
Valuers
• Valuer shall be punishable with,
• Valuer shall be liable to,
Penalty: Rs. 50,000
Contd.

27
Sec 405: Power of Central
Government to Direct
Companies to Furnish
Information or Statistics
Sub-section (4):
Contravening the
• Company shall be punishable
with,
Fine: up to Rs. 25,000
punishable with,
both
• Company and every officer in default shall be liable
to,
Penalty: Rs. 20,000; and Rs. 1,000 for every continuing
Sec 450: Punishment
Where No Specific Penalty
or Punishment is Provided
• Company and every officer in
default or any other person
Fine: up to Rs. 10,000; and Rs.
1,000 for every continuing day of
default
• Every officer in default or any other person shall be
liable to,
day of default but not exceeding Rs. 50,000
Contd.

29
To exclude certain class of companies from the definition of Listed Company after
consultation with SEBI
To exempt any class of foreign companies / companies incorporated / to be
incorporated outside India from any of the provisions of Chapter XXII of the Act –
Companies Incorporated Outside India by notification laid before both houses
To mandate certain classes of unlisted company to prepare periodical financial
results

Contd.
30
To allot a new name to any company having similar name and issue fresh Certificate
of Incorporation due to Rectification of Name of the company
To exempt class of persons from complying with regulation of Sec. 89 relating to
beneficial interest in shares of the company
To allow a class of public companies to list certain class of its securities on SEs in
permissible foreign jurisdictions and such companies may be exempted from any of
the provisions of Chapter III, Chapter IV, Sec 89, 90 or 127 of the Act

Contd.
31
To reduce the time limit of offer to be kept open for less than 15 days in rights issue
In respect of Producer Company- shifting of registered office from one state to another,
to invest in companies other than Producer company for a value exceeding 30% of Paid-
up capital + free reserves
To set up such number of benches of National Company law appellate tribunal

Corporate Social Responsibility – Sec 135
33
If the company spends in excess of the required CSR spending, such company may set off
such excess amount against the requirement to spend u/s 135(5) for such number of
succeeding financial years and in such manner, as may be prescribed
Where the amount to be spent does not exceed Rs. 50 lakhs, the requirement for
constitution of the CSR Committee shall not be applicable and the functions of such
Committee be discharged by the BOD
Penal provision:
Company- twice the amount required to be transferred by the company to the Fund
specified in Schedule VII / the Unspent CSR Account / Rs. 1 crore (whichever is less)
Every officer of the company who is in default- 1/10th of the amount required to be
transferred by the company to Fund specified in Schedule VII / the Unspent CSR Account/
Rs.2 lakhs (whichever is less)

34
Independent directors – Sec 149
Independent director may receive remuneration, exclusive of any fees payable under Sec
197(5), in accordance with the provisions of Schedule V, if a company has no profits /
inadequate profits
Sec 197(5) deals with sitting fee of directors for attending meetings
Filing resolutions- Sec 117
Second proviso to Sec 117(3)(g) provides exemption to banking Company from filing Form
MGT-14 with respect to resolution passed to grant loans, or give guarantee or provide
security in respect of loans under Sec 179(3)(f)
This exemption is now extended to Non-Banking Finance Companies and Housing Finance
Companies

35
Remuneration in case of inadequate profits – Sec 197
If a company fails to make profits or makes inadequate profits in a financial year, any non-
executive director of such company, including an independent director, shall be paid
remuneration in accordance with Schedule V of the Act
Lesser penalties for Certain companies – Sec 446B
which shall not be more than one-half of the penalty specified in such provisions subject to a
maximum of Rs. 2 lakhs for Company and Rs. 1 lakh in case of an officer who is in default /
any other person
then such company, its officer in default / any other person, shall be liable to a penalty
If penalty is payable for non-compliance of any of the provisions of the Act by an OPC, small
company, start-up company or Producer Company, or by any of its officer in default, or any
other person in respect of such company,

Producer Company
36
Earlier provisions of Companies Act, 1956 shall be applicable
mutatis mutandis to a Producer Company
A new chapter is introduced for Producer Companies –
Chapter XXIA containing sections from 378A to 378ZU
If any question arises whether the dispute relates to formation,
management or business of the Producer Company, the question
shall be referred to the arbitrator, whose decision thereon shall be
final.

Thank You!
Scan the QR Code to Join our
Research Group on WhatsApp
Scan the QR Code to explore more
Research from our Website
DVS Advisors LLP
India-Singapore-London-Dubai-Malaysia-Africa
www.dvsca.com
Copyrights © 2020 DVS Advisors LLP

Companies (Amendment) Act, 2020

Recommended

Recommended

More Related Content

What's hot

What's hot (20)

Similar to Companies (Amendment) Act, 2020

Similar to Companies (Amendment) Act, 2020 (20)

More from DVSResearchFoundatio

More from DVSResearchFoundatio (20)

Recently uploaded

Recently uploaded (20)

Companies (Amendment) Act, 2020