Highlights of Companies (Amendment) Ordinance, 2019 By CS Harshad Patel

  1. *Commencement Certificate* is mandatory now to be obtained within 6 months of Incorporation without which, it can not comment on its business activity or borrow money.
  1. The ROC can strike off a company if the address of Regd Office is *bogus* or incomplete/improper address. 
  1. Conversion of Public Ltd to Pvt Ltd matters shifted from NCLT to Regional Directorate. 
  1. A company cannot issue shares at discount, - a heavy penalty imposed on the violation. 
  1. Alteration of Authorised Capital to be intimated within 30 days, default - penalty 1000 every day or 5 Lac whichever is less.
  1. Creation of charge filing with ROC - time limit *reduced* from 300 days to 60 days. 
  1. Wrong statement/ information in filing Charge forms with ROC may lead to misrepresentation and *jail*
  1. *Annual Return* should be filed within 60 days from AGM, failure to this, a penalty of 100 per day to Company + directors max 5 Lakh apart from ROC delay charges is applicable. 
  1. A penalty of 5 lakh to Company secretary certifying wrong Annual Return
  1. 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 Company + Directors + KMP - 50K
  1. *filing of Resolutions* with ROC - delay will be *very costly* now. A penalty for defaulter increased substantially. 500 everyday max 25 Lakh
  1. Filing of the Balance sheet with ROC within the time limit- failure is costly for Company + Directors both. A penalty of 100 per day + 1 Lakh to Company + Director each. 
  1. *Resignation of Auditor* must be filed by the resigning Auditor within 30 days, failure to which the resigning Auditor is liable for a penalty of 50,000 + 500 per day. 
  1. A director cannot become a director in more than 20 companies. If he continues, he becomes disqualified now. 
  1. Appointment of CS on the payroll (Pvt Co having paid-up capital 5 Cr & above) is mandatory. The default is now very costly- penalty increased substantially. 
  1. ROC may strike off a company if subscribers have not paid initial share capital after incorporation of a Company within 6 months.


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