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© [Regd. No. TN/CCN/467/2012-14.
GOVERNMENT OF TAMIL NADU [R. Dis. No. 197/2009.
2019 [Price: Rs. 3.20 Paise.
TAMIL NADU
GOVERNMENT GAZETTE
PUBLISHED BY AUTHORITY
No. 1] CHENNAI, WEDNESDAY, JANUARY 2, 2019
Margazhi 18, Vilambi, Thiruvalluvar Aandu – 2049
Part IV—Section 4
CENTRAL ACTS AND ORDINANCES
MINISTRY OF LAW AND JUSTICE
(Legislative Department)
New Delhi, the 2nd November, 2018 / Kartika 11, 1940 (Saka) .
The following Central Ordinance promulgated by the President of India is hereby
re-published for general Information:—
THE COMPANIES (AMENDMENT) ORDINANCE, 2018
No. 9 OF 2018
Promulgated by the President in the Sixty-ninth Year of the Republic of India.
An Ordinance further to amend the Companies Act, 2013.
WHEREAS Parliament is not in session and the President is satisfi ed that circumstances
exist which render it necessary for him to take immediate action;
NOW, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 of
the Constitution, the President is pleased to promulgate the following Ordinance:-
1. (1) This Ordinance may be called the Companies (Amendment) Ordinance, 2018. Short title and
commence-
(2) It shall come into force at once. ment.
2. In section 2 of the Companies Act, 2013 (hereinafter referred to as the principal Amendment of
Act), in clause (41),- section 2.
(a) for the fi rst proviso, the following provisos shall be substituted, namely:-
“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 diff erent fi nancial 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 fi nancial year, whether or not that
period is a year:
[ 1 ]
1-IV-4-12 TAMIL NADU GOVERNMENT GAZETTE [Part IV—Sec. 4
Provided further 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.”;
(b) in the second proviso, for the words “Provided further that”, the words “Provided
also that” shall be substituted.
Insertion of new 3. After section 10 of the principal Act, the following section shall be inserted,
section 10A. namely:-
Commence-
ment of “10A.(1) A company incorporated after the commencement of the Companies
business, etc.
(Amendment) Ordinance, 2018 and having a share capital shall not commence any business
or exercise any borrowing powers unless-
(a) a declaration is fl ied by a director within a period of one hundred and
eighty days of the date of incorporation of the company in such form and verifi ed in such
manner as may be prescribed, with the Registrar that every subscriber to the memorandum
has paid the value of the shares agreed to be taken by him on the date of making of such
declaration; and
(b) the company has fl ied with the Registrar a verifi cation of its registered
offi ce as provided in sub -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 fi fty thousand rupees and every offi cer 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 fi led 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.
Amendment of 4. In section 12 of the principal Act, after sub-section (8), the following sub-section
section 12. 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 verifi cation of the registered
offi ce 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.”.
Amendment of 5. In section 14 of the principal Act,-
section 14.
(i) in sub-section (1), for the second proviso, the following provisos shall be
substituted, namely:-
“Provided further that any alteration having the eff ect 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.
Amendment of 6. In Section 53 of the principal Act, for sub-section (3), the following sub-section shall
section 53. be substituted, namely:-
“(3) Where any company fails to comply with the provisions of this section, such
company and every offi cer 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 a discount or fi ve lakh
rupees, whichever is less, and the company shall also be liable to refund all monies received
with interest at the rate of twelve per cent. per annum from the date of issue of such shares to
the persons to whom such shares have been issued.”.Jan. 2, 2019] TAMIL NADU GOVERNMENT GAZETTE 3
7. In section 64 of the principal Act, for sub-section (2), the following sub-section shall Amendment of
be substituted, namely:- section 64.
“(2) Where any company fails to comply with the provisions of sub-section (1), such
company and every offi cer who is in default shall be liable to a penalty of one thousand rupees
for each day during which such default continues, or fi ve lakh rupees whichever is less.”.
8. In section 77 of the principal Act, in sub-section (1), for the fi rst and second provisos, Amendment of
the following provisos shall be substituted, namely:- section 77.
“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) 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 the
Companies (Amendment) Ordinance, 2018, within a period of sixty days of such creation,
on payment of such additional fees as may be prescribed:
Provided further that if the registration is not made within the period specifi ed-
(a) in clause (a) to the fi rst proviso, the registration of the charge shall. be made
within six months from the date of commencement of the Companies (Amendment) Ordinance,
2018, on payment of such additional fees as may be prescribed and diff erent fees may be
prescribed for diff erent classes of companies;
(b) in clause (b) to the fi rst 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 as may be prescribed.”.
9. Section 86 of the principal Act shall be numbered as sub-section (1) thereof and Amendment of
after sub-section (1) as so numbered, the following sub-section shall be inserted, namely:- section 86.
“(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.”.
Substitution of
10. For Section 87 of the principal Act, the following section shall be substituted, new section
namely:- for section 87.
Rectifi cation
“87. The Central Government on being satisfi ed that - by Central
Government
in Register of
charges.
(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
(b) the omission or misstatement of any particulars with respect to any such
charge or modifi cation or with respect to any memorandum of satisfaction or other entry made
in pursuance of Section 82 or Section 83,
was accidental or due to inadvertence or some other suffi cient cause or it is not of a nature to
prejudice the position of creditors or shareholders of the company, it may, on the application
of the company or any person interested and on such terms and conditions as the Central
Government deems just and expedient, direct that the time for the giving of intimation of
payment or satisfaction shall be extended or, as the case may require, that the omission or
misstatement shall be rectifi ed.”.
11. In section 90 of the principal Act,-
Amendment of
section 90.
(i) for sub-section (9), 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:4 TAMIL NADU GOVERNMENT GAZETTE [Part IV—Sec. 4
Provided that if no such application has been fi led 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;
(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.
Amendment of 12. In section 92 of the principal Act, for sub-section (5), the following sub-section shall
section 92. be substituted, namely:-
“(5) If any company fails to fi le its annual return under sub-section (4), before the
expiry of the period specifi ed therein, such company and its every offi cer who is in default shall
be liable to a penalty of fi fty 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 fi ve lakh rupees.”.
Amendment of
13. In section 102 of the principal Act, for sub-section (5), the following sub-section shall
section 102.
be 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
fi fty thousand rupees or fi ve times the amount of benefi t accruing to the promoter, director,
manager or other key managerial personnel or any of his relatives, whichever is higher.”.
Amendment of 14. In section 105 of the principal Act, in sub-section (3), for the words “punishable with
section 105. fi ne which may extend to fi ve thousand rupees”, the words “liable to a penalty of fi ve thousand
rupees” shall be substituted.
Amendment of
15. In section 117 of the principal Act, for sub-section (2), the following sub-section shall
section 117.
be substituted, namely:-
“(2) If any company fails to fi le the resolution or the agreement under sub-section (1)
before the expiry of the period specifi ed therein, such company shall be liable to a penalty of
one lakh rupees and in case of continuing failure, with further penalty of fi ve hundred rupees
for each day after the fi rst during which such failure continues, subject to a maximum of
twenty-fi ve lakh rupees and every offi cer of the company who is in default including liquidator
of the company, if any, shall be liable to a penalty of fi fty thousand rupees and in case of
continuing failure, with further penalty of fi ve hundred rupees for each day after the fi rst during
which such failure continues, subject to a maximum of fi ve lakh rupees.”.
Amendment of 16. In section 121 of the principal Act, for sub-section (3), the following sub-section
section 121. shall be substituted, namely:-
“(3) If the company fails to fi le the report under sub-section (2) before the expiry of
the period specifi ed therein, such company shall be liable to a penalty of one lakh rupees and
in case of continuing failure, with further penalty of fi ve hundred rupees for each day after the
fi rst during which such failure continues, subject to a maximum of fi ve lakh rupees and every
offi cer of the company who is in default shall be liable to a penalty which shall not be less
than twenty-fi ve thousand rupees and in case of continuing failure, with further penalty of fi ve
hundred rupees for each day after the fi rst during which such failure continues, subject to a
maximum of one lakh rupees.”.
Amendment of 17. In section 137 of the principal Act, in sub-section (3),-
section 137.
(a) for the words “punishable with fi ne”, 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 fi ne which shall not be less than one lakh rupees but which may extend to
fi ve lakh rupees or with both”, the words “shall be liable to a penalty of one lakh rupees and
in case of continuing failure, with further penalty of one hundred rupees for each day after the
fi rst during which such failure continues, subject to a maximum of fi ve lakh rupees” shall be
substituted.Jan. 2, 2019] TAMIL NADU GOVERNMENT GAZETTE 5
18. In section 140 of the principal Act, for sub-section (3), the following sub-section shall Amendment
be substituted, namely:- of section
140.
“(3) If the auditor does not comply with the provisions of sub-section (2), he or it
shall be liable to a penalty of fi fty 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 fi ve
hundred rupees for each day after the fi rst during which such failure continues, subject
to a maximum of fi ve lakh rupees.”.
19. In section 157 of the principal Act, for sub-section (2), the following sub-section shall Amendment of
be substituted, namely:- section 157.
“(2) If any company fails to furnish the Director Identifi cation Number under
sub-section (1), such company shall be liable to a penalty of twenty-fi ve thousand rupees and
in case of continuing failure, with further penalty of one hundred rupees for each day after the
fi rst during which such failure continues, subject to a maximum of one lakh rupees, and every
offi cer of the company who is in default shall be liable to a penalty of not less than twenty-fi ve
thousand rupees and in case of continuing failure, with further penalty of one hundred rupees
for each day after the fi rst during which such failure continues, subject to a maximum of one
lakh rupees.”.
20. For section 159 of the principal Act, the following section shall be substituted, Substitution of
namely:- new section
for section
159.
“159. If any individual or director of a company makes any default in complying with Penalty for
any of the provisions of section 152, section 155 and section 156, such individual or director of default
the company shall be liable to a penalty which may extend to fi fty thousand rupees and where of certain
the default is a continuing one, with a further penalty which may extend to fi ve hundred rupees provisions.
for each day after the fi rst during which such default continues.”.
21. In section 164 of the principal Act, in sub-section (1), after clause (h), the following Amendment of
clause shall be inserted, namely:- section 164.
“(i) he has not complied with the provisions of sub -section (1) of section 165.”.
22. In section 165 of the principal Act, in sub-section (6), for the portion beginning with Amendment of
“punishable with fi ne” and ending with “contravention continues”, the words “liable to a penalty section 165.
of fi ve thousand rupees for each day after the fi rst during which such contravention continues”
shall be substituted.
23. In section 191 of the principal Act, for sub-section (5), the following sub-section shall
Amendment of
be substituted, namely:- section 191.
“(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.”.
Amendment of
24. In section 197 of the principal Act,-
section 197.
(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 provisions of this
section, he shall be liable to a penalty of one lakh rupees and where any default has been
made by a company, the company shall be liable to a penalty of fi ve lakh rupees.”.
25. In section 203 of the principal Act, for sub-section (5), the following sub-section shall Amendment of
be substituted, namely:- section 203.
“(5) If any company makes any default in complying with the provisions of this
section, such company shall be liable to a penalty of fi ve lakh rupees and every director and
key managerial personnel of the company who is in default shall be liable to a penalty of
fi fty thousand rupees and where the default is a continuing one, with a further penalty of
one thousand rupees for each day after the fi rst during which such default continues but not
exceeding fi ve lakh rupees.”.6 TAMIL NADU GOVERNMENT GAZETTE [Part IV—Sec. 4
Amendment of 26. In section 238 of the principal Act, in sub-section (3), for the words “punishable with
section 238. fi ne which shall not be less than twenty-fi ve thousand rupees but which may extend to fi ve
lakh rupees”, the words “liable to a penalty of one lakh rupees” shall be substituted.
Amendment of 27. In section 248 of the principal Act, in sub-section (1),-
section 248.
(a) in clause (c), for the word and fi gures “section 455,”, the words and fi gures
“section 455; or” shall be substituted;
(b) after clause (c) and before the long line, the following clauses shall be
inserted, namely:-
“(d) the subscribers to the memorandum have not paid the subscription which
they had undertaken to pay at the time of incorporation of a company and a declaration to
this eff ect has not been fi led within one hundred and eighty days of its incorporation under
sub -section (1) of section 10A; or
(e) the company is not carrying on any business or operations, as revealed
after the physical verifi cation carried out under sub-section (9) of section 12.”.
Amendment of 28. In section 441 of the principal Act,-
section 441.
(a) in sub-section (1), in clause (b), for the words “does not exceed fi ve lakh
rupees”, the words “does not exceed twenty-fi ve lakh rupees” shall be substituted;
(b) for sub-section (6), the following sub-section shall be substituted, namely:-
“(6) Notwithstanding anything contained in the Code of Criminal Procedure,
1973, any off ence which is punishable under this Act with imprisonment only or with 2 of 1974.
imprisonment and also with fi ne shall not be compoundable.”.
Amendment of 29. In section 446B of the principal Act, for the portion beginning with “punishable with
section 446B. fi ne” and ending with “specifi ed in such sections”, the words “liable to a penalty which shall not
be more than one half of the penalty specifi ed in such sections” shall be substituted.
Amendment of
section 447. 30. In section 447 of the principal Act, in the second proviso, for the words ‘’twenty lakh
rupees”, the words “fi fty lakh rupees” shall be substituted.
Amendment of
section 454.
31. In section 454 of the principal Act,-
(i) for sub-section (3), the following sub-section shall be substituted, namely: -
“(3) The adjudicating offi cer may, by an order-
(a) impose the penalty on the company, the offi cer 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 offi cer who is in default, or any other person,
as the case may be, to rectify the default, wherever he considers fi t.”;
(ii) in sub-section (8), -
(a) in clause (i), for the words “does not pay the penalty imposed by the
adjudicating offi cer or the Regional Director”, the words, brackets and fi gures “fails to
comply with the order made under sub-section (3) or sub-section (7), as the case may be,”
shall be substituted;
(b) in clause (ii), for the words “does not pay the penalty”, the words, brackets
and fi gures “fails to comply with the order made under sub-section (3) or sub-section (7), as
the case may be,” shall be substituted.Jan. 2, 2019] TAMIL NADU GOVERNMENT GAZETTE 7
32. After section 454 of the principal Act, the following section shall be inserted, Insertion of a
namely:- new section
454A.
“454A. Where a company or an offi cer of a company or any other person having Penalty for
already been subjected to penalty for default under any provisions of this Act, again commits repeated
such default within a period of three years from the date of order imposing such penalty default
passed by the adjudicating offi cer 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.”.
R(cid:3465)(cid:3477) N(cid:3465)(cid:3484)(cid:3472) K(cid:3479)(cid:3486)(cid:3473)(cid:3478)(cid:3468),
President.
D(cid:3482). G. N(cid:3465)(cid:3482)(cid:3465)(cid:3489)(cid:3465)(cid:3478)(cid:3465) R(cid:3465)(cid:3474)(cid:3485),
Secretary to the Government of India.
(Re-published by Order of the Governor)
K. RAVIKUMAR,
Additional Secretary to Government,
Law Department.
PRINTED AND PUBLISHED BY THE DIRECTOR OF STATIONERY AND PRINTING, CHENNAI
ON BEHALF OF THE GOVERNMENT OF TAMIL NADU