Commencement Notification of Companies(Amendment) Act, 2019

CS Peer mehboob 
on 19 August 2019


MCA Commencement Notification of Companies(Amendment) Act, 2019
Ministry of Corporate Affairs (MCA) has vide its Commencement Notification dated 14.08.2019,  appointed 15th August, 2019 as the date on which following sections of Companies (Amendment) Act, 2019 shall come into force:

Sr. No.

Section No. of Companies(Amendment) Act

Section under Companies Act, 2013

Section Heading

Effective Amended provisions

1.

Section 6

Section 26

Matter to be stated in the Prospectus

The requirement of registration of prospectus with the Registrar of Companies has been done away with. Instead the prospectus would be filed with the Registrar.

2.

Section 7

Section 29

Public Offer of Securities to be in Dematerialised Form

The term 'public' has been omitted under section 29(1)(b). Government would now prescribe the class of companies (not restricted to public companies), which would be mandatorily required to issue the securities only in dematerialised form.

3.

Section 8

Section 35

Civil Liability for Mis-statements in Prospectus

The reference of 'Registration of Prospectus with the Registrar' is replaced by 'Filing of copy of Prospectus with the Registrar'.

4.

Clause (i) of Section 14

Section 90

Register of significant beneficial owners in a company

The company shall take necessary steps to identify an individual who is a SBO. Failure to take necessary steps has been made punishable.

5.

Clause (iii) of Section 14

Section 90

Register of significant beneficial owners in a company

Sub-Section (9A) inserted to provide the power to the Central Government to make rules for the purposes of this section.

6.

Clause (iv) of Section 14

Section 90

Register of significant beneficial owners in a company

The company shall take necessary steps to identify an individual who is a SBO. Failure to take necessary steps has been made punishable.

7.

Section 31

Section 212

Investigation into affairs of Company by Serious Fraud Investigation Office

Any officer not below the rank of Assistant Director of Serious Fraud Investigation Office (SFIO), if so authorised, may arrest

any person in accordance with the provisions of this section.

The person so arrested may be taken to a Special Court or Judicial Magistrate or Metropolitan Magistrate within 24 hours of his arrest.

Where an investigation report submitted by SFIO states that a fraud has taken place and any director, KMP or officer has

taken undue advantage or benefit, then the Central Government may file an application before the Tribunal with regard to disgorgement and such director, KMP or officer may be held personally liable without any limitation of liability.

8.

Section 33

Section 241

Application to Tribunal for relief in cases of oppression, etc.

Central Government to prescribe such company or class of companies in respect of which, applications under such sub-section, shall be made before the Principal Bench of NCLT and shall be dealt with by such Bench.

In certain circumstances, the Central Government may refer the matter and request to the Tribunal to inquire into the case and record a decision about whether the person is a fit and proper person to hold the office of director or any other office connected with the conduct and management of any company.

9.

Section 34

Section 242

Powers of Tribunal

In matters under section 241, the Tribunal shall record its decision stating specifically as to whether or not the respondent is a fit and proper person to hold the office of director or any other office connected with the conduct and management of any company.

10.

Section 35

Section 243

Consequence of termination or modification of certain agreements

The person who is not a fit and proper person pursuant to section 242 shall not hold the office of a director or any other office connected with the conduct and management of the affairs of any company for a period of five years from the date of the decision of the Tribunal.

Central Government may, with the leave of the Tribunal, permit such person to hold any such office before the expiry of the said period of five years.

The person so removed from the office of a director or any other office connected with the conduct and management of the affairs of the company shall not be entitled to, or be paid, any compensation for the loss or termination of office.

11.

Section 37

Section 272

Power of Court to stay or restrain proceedings

In section 272 (3), as provided under, the reference to clause (e) is omitted: The Registrar shall be entitled to present a petition for winding up under section 271, except on the grounds specified in clause (a) or clause (e) of that sub-section:

271(e) provides that a company may, on a petition under section 272, be wound up by the Tribunal, if the Tribunal is of the opinion that it is just and equitable that the company should be wound up.

Registrar allowed to present a petition of winding up on the ground that it is just and equitable to do so under clause (e) of section 271.

12.

Section 38

Section 398

Provisions relating to filing of applications, documents, inspection, etc., in electronic form

Prospectus not required to be registered by the Registrar.


With the MCA commencement notification dated 14.08.2019, all sections of Companies (Amendment) Act, 2019 have been notified except amendments brought in Section 132 (Constitution of National Financial Reporting Authority) and in Section 135 (Corporate Social Responsibility). 

The other 29 amendments carried out and two new sections inserted, by Companies (Amendment) Ordinance have already been  made effective from 02.09.2019 as per the Section 1(3) of the Companies (Amendment) Act, 2019 notified on 31.08.2019.

Link: http://www.mca.gov.in/Ministry/pdf/CommencemntNotification_14082019.pdf


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