Government notifies the Companies (Amendment) ordinance 2019


Government notifies the Companies (Amendment) ordinance 2019

Government has notified the Companies (Amendment) ordinance 2019. The Companies (Amendment) ordinance 2019 has replaced the Companies (Amendment) ordinance 2018 with effect from 4th January 2019.

 Government notifies the Companies (Amendment) ordinance 2019

1. Commencement Certificate is mandatory now to be obtain within 6 months of Incorporation without which, it can not commence its business activity or borrow money.

2. The ROC can strike off a company if the address of Registered Office is bogus or incomplete/improper address.

3. Conversion of public Ltd to Pvt Ltd matters shifted from NCLT to Regional Directorate.

4. Company cannot issue shares at discount, – heavy penalty imposed on violation.

5. Alteration of Authorised Capital to be intimated within 30 days, default – penalty 1000 every day or 5 Lac whichever is less.

6. Creation of charge filing with ROC– time limit reduced from 300 days to 60 days.

7. Wrong statement/ information in filing Charge forms with ROC may lead to misrepresentation and jail

8. Annual Return should be filed within 60 days from AGM, failure to this will have following consequences :

Penalty of 100 per day to Company and

Penalty on directors which may be upto Rs. 5 Lakh.

9. Penalty of 5 lakh to Company secretary certifying wrong Annual Return.

10. 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 of upto Rs. 50,000 for Company + Directors + Key Management Personnel

11. Filing of Resolutions with ROC- delay will be very costly now. Penalty for defaulter increased substantially to Rs. 500 per day which may be upto Rs. 25 Lakh.

12.Filing of Balance sheet with ROC within time limit- failure to this will have following consequences :

Penalty of 100 per day to Company and

Penalty on directors and company may be upto Rs. 1 Lakh each.

13. Resignation of Auditor must be filed by the resigning Auditor within 30 days, failure to which the resigning Auditor is liable for penalty of 50,000 or 500 per day for number of days of delay which ever is less.

14. A director can not become director in more than 20 companies. If he continues, he becomes disqualified now.

15. Appointment of CS on payroll (Pvt Co having paid-up capital 5 cr & above) is mandatory. 

16. ROC may strike off a company if subscribers have not paid initial share capital after incorporation of a Company within 6 months.

Compiled by CA Pratibha Goyal. She can be contacted at [email protected]

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. In no event shall I shall be liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.



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