Companies (Amendments) Ordinance 2019 has made significant changes to timeline and penalties for filing of forms related to Annual Return, Creation of charge forms, Resolutions and Agreements, Report on Annual General Meeting, Annual Accounts, Resignation of Auditor, Director Identification Number with ROC. Article discusses such changes in Tabular format comparing the changes with provisions before the amendment-
Companies (Amendment) Ordinance, 2019- ROC Filings- Changes in Timelines and Penalty
| Sr No. | Document to be filed with ROC | Under Section | Timelines and Penalty before amendment | Timelines and Penalty after Companies (Amendment) Ordinance, 2019 |
| 1. | Annual Return | Sec 92 | To be filed within 60 days from the date of AGM of the company.
Penalty : On Company-Fine which shall not be less than Rs.50,000/- but which may extend to Rs. 5,00,000/- On Officer- Imprisonment for a term which may extend to 6 months or Fine which shall not be less than Rs.25,000/- but which may extend to Rs. 5,00,000/- or with both. |
To be filed within 60 days from the date of AGM of the company.
Penalty : Company and its every officer – Fine which shall be Rs.50,000/-,and in case of continuing failure, with a further penalty of Rs 100 for each day during which such failure continues , subject to a maximum of Rs 5,00,000/- |
| 2. | Creation of charge | Sec 77 | ROC may on application by the company, allow the registration of charge within 300 days (30 days + additional period of 270 days). If form is filed after 30 days then company will file with additional fees.
Penalty : On company- Fine which shall not be less than Rs. 1,00,000/- which may extend to Rs.10,00,000/- On officer- Shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than Rs 25,000/- but which may extend to Rs. 1,00,000/- or with both. |
ROC may on application by the company, allow the registration of charge within 60 days. (30 days + additional period of 30 days.) ). If form is filed after 30 days then company will file with additional fees. The Registrar On an application allow such registration to be made within a further period of 60 days (30+30+60)after payment of such advalorem fees as may be prescribed.
Penalty : On company- Fine which shall not be less than Rs. 1,00,000/- which may extend to Rs.10,00,000/- On officer- Shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than Rs 25,000/- but which may extend to Rs. 1,00,000/- or with both. Under Section 86 – subsection (2) has been inserted which states – If any person wifully 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 and 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. |
| 3. | Resolutions and Agreements | Sec 117 | E-Form MGT 14 needs to be filed with the ROC within 30 days from the date of passing of resolution or formulating the agreement or before the expiry of the period specified under section 403 with additional fee.
Penalty : On Company : Shall be punishable with fine which shall not be less than Rs 5,00,000/- but which may extend to Rs 25,00,000/- On Officer :( including liquidator of the company, if any) shall be punishable with fine which shall not be less than Rs 1,00,000/- but which may extend to Rs. 5,00,000/-. |
E-Form MGT 14 needs to be filed with the ROC within 30 days from the date of passing of resolution or formulating the agreement or before the expiry of the period specified under section 403 with additional fee. Penalty : On Company : Shall be punishable with fine which shall not be less than Rs. 1,00,000/- and in case of continuing failure, with a further penalty of Rs 500 for each day after the first during which such failure continues, subject to a maximum of Rs. 25,00,000/- On Officer 🙁 including liquidator of the company, if any) shall liable to a penalty of Rs. 50,000/- and in case of continuing failure, with a further penalty of RS. 500 each day after the first during which such failure continues subject to a maximum. |
| 4. | Report on Annual General Meeting |
Sec 121 | Every listed public company shall prepare in the prescribed manner a report on each annual general meeting and file a copy with the registrar within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed, or with such additional fees as may be prescribed, within the time as specified, under section 403 Penalty : On Company –The company shall be punishable with fine which shall not be less than Rs. 1,00,000/- but which may extend to Rs 5,00,000/-On Officers : Every officer of the company who is in default shall be punishable with fine which shall not be less than Rs 25,000/- but which may extend to Rs. 1,00,000/-. |
Every listed public company shall prepare in the prescribed manner a report on each annual general meeting and file a copy with the registrar within thirty days of the conclusion of the annual general meeting with such fees as may be prescribed, or with such additional fees as may be prescribed, within the time as specified, under section 403
Penalty : On Company –The company shall be liable to a penalty Rs. On Officers : Every officer of the company who is in default shall be liable to a penalty of which shall not be less than Rs 25,000/- and in case of continuing failure, with a further penalty of Rs 500/- for each |
| 5. | Annual Accounts |
Sec 137 | Every company (Public/Private) is required to prepare and file its Financial Statements (including consolidated financial statements), if any, duly adopted at the AGM within a period of 30 days from the conclusion of the Annual General Meeting.
Penalty : On Company : Shall be punishable with fine of Rs 1,000/- for every day during which the failure continues but which shall not be more than Rs. 10,00,000/- On Officers : The Managing Director and the Chief Financial Officer of the company, if any, and, in the absence of the anaging 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 |
Every company (Public/Private) is required to prepare and file its Financial Statements (including consolidated financial statements), if any, duly adopted at the AGM within a period of 30 days from the conclusion of the Annual General Meeting.
Penalty : On Company : Shall be liable to a penalty of Rs 1,000/- for every day during which the failure continues but which shall not be more than Rs. 10,00,000/- On Officers : The Managing Director and the Chief Financial Officer of the 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 liable to a penalty of Rs 1,00,000/- and in case of continuing failure, with a further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 5,00,000/-. |
| 6. | Resignation of Auditor | 140 | The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation, a statement in the prescribed form with the company and the Registrar.Penalty to Auditor- If the auditor does not comply with the provision, he shall be punishable with fine which shall not be less than Rs 50,000/- but which may extend to Rs 5,00,000/-. |
The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation, a statement in the prescribed form with the company and the Registrar.
Penalty to Auditor- If the auditor does not comply with the provision, he shall be liable to a penalty of Rs 50,000/- or an amount equal to the remuneration of the auditor, whichever is less, and in case of continuing failure, with a further |
| 7. | Company to inform Director Identification Number to Registrar |
Sec 157 | Every company shall, within fifteen days of the receipt of intimation under section 156, furnish the Director Identification Number of all its directors to the Registrar or any other officer or authority as may be specified by the Central Government with such fees as may be prescribed or with such additional fees as may be prescribed within the time specified under section 403.
Penalty : On Company : shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees. On Officer : Shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees. |
Every company shall, within fifteen days of the receipt of intimation under section 156, furnish the Director Identification Number of all its directors to the Registrar or any other officer or authority as may be specified by the Central Government with such fees as may be prescribed or with such additional fees as may be prescribed within the time specified under section 403.
Penalty : On Company : shall be liable to a penalty of Rs. 25,000/- and in case of continuing failure, with a further penalty of Rs 100/- for each day after the first during which such failure continues, subject to a maximum of Rs 1,00,000/-. On Officer : in default shall be liable to a penalty Of not less than Rs. 25,000/- and in case of continuing failure, with a |
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