Companies (Amendment) Act, 2020

The Companies (Amendment) Act, 2020 (“CAA 2020”) has been based on the recommendations of Company Law Committee (“CLC/Committee”) which was set up under the Chairmanship of Shri Injeti Srinivas in September 2019. The CLC was constituted with a view to decriminalize offences and provide ease of doing business to the corporates and other stakeholders. The Lok Sabha on Saturday, September 19, 2020 and the Rajya Sabha on September 22, 2020 passed Companies (Amendment) Bill, 2020 and it received the assent of the President on the September 28, 2020.

Major highlights of Companies (Amendment) Act, 2020.

De- criminalizes various compoundable offences under the Companies Act, 2013.
Reduces penalties for certain offences.
Reduces timelines for Rights Issue.
Permits direct oversees listings of Indian Corporate Securities in permissible foreign jurisdictions through an enabling provision.
Relaxes Corporate Social Responsibility (CSR) requirement for Companies with an obligation to spend Rs. 50,00,000/- (Rupees Fifty Lakhs Only) or less- where such Companies would not be required to constitute a CSR Committee anymore.
Has introduced a new chapter related to “Producer” Companies. This gives large scale benefits to farmers and Companies that work in the Agricultural Sector.
Amends 17 Provisions to improve ease in doing business.
Creates separate Benches of the National Company Law Appellate Tribunal (NCLAT), making litigation before the NCLAT more approachable.

Detailed analysis of Companies (Amendment) Act, 2020

Below is a detailed comparison of the various existing sections, corresponding changes and subsequent impact analysis.

This material and the information contained herein prepared by the authors is intended to provide general information on a subject or subjects and is not an exhaustive treatment of such subject(s). Algo Legal is not, by means of this material, rendering professional advice or services. The information is not intended to be relied upon as the sole basis for any decision. Algo Legal shall not be responsible for any loss whatsoever sustained by any person who relies on this material.

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Section	Earlier Provisions	Amended Provision	Impact Analysis and comments
Section 2(52)- Definition of “listed company”	“listed company” means a company which has any of its securities listed on any recognised stock exchange;	“Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.”	This proviso enables Central Government to exempt certain companies from complying with the listed company compliances. Eg: companies which has listed debt instruments, government companies.
Section 8(11)- Formation of companies with charitable objects, etc.	If a company makes any default in complying with any of the requirements laid down in this section, the company shall, without prejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees, or with both.	If a company makes any default in complying with any of the requirements laid down in this section, the company shall, without prejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees.	Decriminalisation by omitting the provision of “imprisonment for a term which may extend to 3 years” and substituting with fine only.
Section 16(1)(b)- Rectification of name of company.	On an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of six months from the issue of such direction, after adopting an ordinary resolution for the purpose.	On an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose.	Reduction of time period from six months to three months to change name which is identical with or too nearly resembles to a registered trademark.
Section 16(3)- Rectification of name of company.	If a company makes default in complying with any direction given under sub-section (1), the company shall be punishable with fine of one thousand rupees for every day during which the default continues and every officer who is in default shall be punishable with fine which shall not be less than five thousand rupees but may extend to one lakh rupees.	If a company is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter: Provided that nothing in this sub-section shall prevent a company from subsequently changing its name in accordance with the provisions of section 13.”.	Substituting the provision of fine by enabling the Central Government Suo moto allot a new name.
Section 23- Public offer and private placement.	NA	(3) Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions, as may be prescribed. (4) The Central Government may, by notification, exempt any class or classes of public companies referred to in sub-section (3) from any of the provisions of this Chapter, Chapter IV, section 89, section 90 or section 127 and a copy of every such notification shall, as soon as may be after it is issued, be laid before both Houses of Parliament.”	Extended the scope of listing of certain class of securities by certain class of public companies in foreign jurisdictions. This is likely to help start-ups to tap overseas markets for raising capital.
Section 26(9)- Matters to be stated in prospectus.	If a prospectus is issued in contravention of the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and every person who is knowingly a party to the issue of such prospectus shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees, or with both.	If a prospectus is issued in contravention of the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and every person who is knowingly a party to the issue of such prospectus shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees.	Decriminalisation by omitting the provision of “imprisonment for a term which may extend to 3 years” and substituting it with fine only.
Section 40(5) Securities to be dealt with in stock exchanges.	If a default is made in complying with the provisions of this section, the company shall be punishable with a fine which shall not be less than five lakh rupees but which may extend to fifty lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees, or with both.	If a default is made in complying with the provisions of this section, the company shall be punishable with a fine which shall not be less than five lakh rupees but which may extend to fifty lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees.	Decriminalisation by omitting the provision of “imprisonment for a term which may extend to one year” and substituting with fine only.
Section 48- Variation of shareholders’ rights.	Section 48 (5)- Where any default is made in complying with the provisions of this section, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both.	–	Decriminalisation of the entire section by omitting the defaulting provisions.
Section 56(6)- Transfer and transmission of securities.	Where any default is made in complying with the provisions of sub-sections (1) to (5), the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.	Where any default is made in complying with the provisions of sub-sections (1) to (5), the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.	Decriminalisation by substituting the fine with Penalty of maximum Rs 50,000.
Section 59(5)- Rectification of register of members.	If any default is made in complying with the order of the Tribunal under this section, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees, or with both.	–	Decriminalisation of the entire section by omitting the defaulting provisions.
Section 62(1)- Further issue of share capital. (Rights issue)	Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered— (a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely: — (i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;	Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered— (a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions, namely: — (i) the offer shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as maybe prescribed and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;	By reduction in days of offer period for rights issue without consent from the members, the CAA intends to speed up the process of rights issue.
Section 64(2)- Notice to be given to Registrar for alteration of share capital	If a company and any officer of the company who is in default contravenes the provisions of sub-section (1), it or he shall be punishable with fine which may extend to one thousand rupees for each day during which such default continues, or five lakh rupees, whichever is less.	If a company and any officer of the company who is in default contravenes the provisions of sub-section (1), it or he shall be punishable with fine which may extend to five hundred rupees for each day during which such default continues, or subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.	Decriminalisation by reduction in the amount of fine.
Section 66(11)- Reduction of share capital.	If a company fails to comply with the provisions of sub-section (4), it shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees. For reference- (4) -order of confirmation of the reduction of share capital by the Tribunal under sub-section (3) shall be published by the company in such manner as the Tribunal may direct.),	Corresponding provision omitted.	Decriminalisation by omitting the defaulting provision for contravention in failing to publish order of confirmation of the reduction of share capital by the Tribunal.
Section 68 (11) – Power of Company to Purchase its Own Securities	In case of default in complying the provisions of section 68 or the regulations made by SEBI for the section 68(2)(f), Fine on Company: Rs. 1 Lakh up to Rs. 3 Lakhs. and Officer in default shall be Punishable With: a) imprisonment up to 3 years, or b) fine of Rs. 1 Lakh up to Rs. 3 Lakhs, or c) with both.	In case of default in complying the provisions of section 68 or the regulations made by SEBI for the section 68(2)(f), Fine on Company: Rs. 1 Lakh up to Rs. 3 Lakhs. and Officer in default shall be Punishable With: fine of Rs. 1 Lakh up to Rs. 3 Lakhs	Decriminalisation by omitting Imprisonment provision.
Section 71(11) – Debentures	If a default is made in complying with the order of the tribunal under section 71, Then every officer in default shall be punishable with: a) imprisonment up to 3 years, or b) fine of Rs. 2 Lakhs up to Rs. 5 lakhs, or c) with both.	Omitted	Decriminalisation by omitting imprisonment and fine provisions.
Section 86(1) – Punishment for Contravention	If any company contravenes any provision of this Chapter (Registration of Charges), Fine on Company: Rs. 1 up to Rs. 10 Lakhs. and Officer in default shall be Punishable With: a) imprisonment up to 6 months, or b) fine of Rs. 25,000 up to Rs. 1 Lakh, or c) with both.	If any company contravenes any provision of this Chapter (Registration of Charges), Penalty on Company: Rs. 5 Lakhs, and Officer in default shall be liable to a penalty of Rs. 50,000.	Decriminalisation by omitting imprisonment clause and substitution of word fine with penalty.
Section 88(5) – Register of Members	If a company fails to maintain registers of members (MGT-1) or debenture holders (MGT-2) or other security holders or does not maintain them as per provision of 88(1)&(2). Fine on Company: Rs. 50,000 up to Rs. 3 Lakhs and where the failure is a continuing one, with a further fine of Rs. 1000 for every day, after the first day on which failure continues. and Officer in default shall be Punishable With: fine of Rs. 50,000 up to Rs. 3 Lakhs and where the failure is a continuing one, with a further fine of Rs. 1000 for every day, after the first day on which failure continues.	If a company fails to maintain registers of members (MGT-1) or debenture holders (MGT-2) or other security holders or does not maintain them as per provision of 88(1)&(2). Penalty on Company: Rs. 3 Lakhs, and Officer in default shall be liable to a penalty of Rs. 50,000.	Reduction in penalty amounts to promote ease of doing business.
Section89(5)- Declaration in respect of Beneficial Interest in any Share	If any person fails to make declaration as required u/s 89(1)or(2or(3). he shall be punishable with fine of Rs. 50,000 and where the failure is a continuing one, with a further fine of Rs. 1000 for every day after the first day during which the failure continues.	If any person fails to make declaration as required u/s 89(1)or(2or(3). he shall be liable to a penalty of Rs. 50,000 and in case of continuing failure, with a further penalty of Rs. 200 for each day after the first during which such failure continues, subject to a maximum of Rs. 5 Lakhs.	Reduction in penalty amounts to promote ease of doing business.
Section89(7)-Declaration in Respect of Beneficial Interest in any Share	If a company required to file a return under section 89(6) fails to do so within 30 days. The company and every officer in default shall be punishable with fine of Rs. 500 up to Rs.1000 and where failure is continuing one, with further fine upto Rs. 1000 per day after the first day during which the failure continues.	If a company required to file a return under section 89(6) fails to do so within 30 days. The company and every officer in default shall be liable to penalty of Rs. 1000 for each day during which such failure continues subject to a maximum of Rs. 5 Lakhs in case of company and Rs. 2 Lakhs in case of officer in default.	Substituted the word fine with penalty.

Section 89(11) –Declaration in Respect of Beneficial Interest in any Share	NA	Central Government may by notification, exempt any class or classes of persons from complying with any of the requirement of section 89 except section 89(10) if it considers it necessary.	Sub-section 89(11) inserted to empower Central Government to provide exemption for certain companies from Section 89.
Section 90(10) – Register of significant beneficial owners in a company	If any person fails to make Declaration u/s90(1) he shall be punishable with: a) imprisonment up to 1 year, or b) fine of Rs. 1 Lakh up to Rs. 10 Lakhs, or c) with both and where the failure is a continuing one, with a further fine of Rs. 1000 for every day after the first during which the failure continues.	If any person fails to make Declaration u/s90(1) he shall be liable to a penalty of Rs. 50,000 and in case of continuing failure, with a further penalty of Rs. 1000 for each day after the first day failure continues, subject to a maximum of Rs. 2 Lakhs.	Substituted the word fine with penalty to promote ease of doing business and omitted imprisonment clause.
Section 90(11) -Register of significant beneficial owners in a company	If a company required to maintain registers u/s90(2); file information u/s 90(4); or required to take necessary steps as per section 90(4A); fails to do so or denies inspection as provided therein. the company and every officer in default shall be punishable with fine of Rs. 10 Lakhs up to Rs. 50 Lakhs and where the failure is a continuing one, with a further fine up to Rs. 1000 for every day after the first day of failure.	If a company required to maintain registers u/s90(2); file information u/s 90(4); or required to take necessary steps as per section 90(4A); fails to do so or denies inspection as provided therein. the company- shall be liable to a penalty of Rs. 1 Lakhs and in case of continuing failure, with a further penalty of Rs. 500 for each day, after the first day of failure, subject to a maximum of Rs. 5 Lakhs and every officer in default shall be liable to a penalty of Rs. 25,000 and in case of continuing failure, with a further penalty of Rs. 200 for each day, after the first day of failure., subject to a maximum of Rs. l Lakh.	Substituted the word fine with penalty.
Section 92(5) – Annual Return	If a company fails to file Annual Return u/s 92(4); within 60 days from the time specified therein. such company and officer in default shall be liable to a penalty of Rs. 50,000 and in case of continuing failure, with further penalty of Rs. 100 for each day during which such failure continues, subject to a maximum of Rs. 5 Lakhs.	If a company fails to file Annual Return u/s 92(4) within 60 days from the time specified therein such company and its every officer who is in default shall be liable to a penalty of Rs. 10,000 and in case of continuing failure, with further penalty of Rs. 100 for each day during which such failure continues, subject to a maximum of Rs. 2 Lakhs in case of a company and Rs. 50,000 in case of an officer who is in default.	Substituted to reduce the penalty amount in the view to promote ease of doing amount.
Section 92(6)- Annual Return	If a PCS certifies the Annual return otherwise in conformity with the requirement of this section or rules made thereunder. he shall be punishable with fine of Rs. 50,000 up to Rs. 5 Lakhs.	If a PCS certifies the Annual return otherwise in conformity with the requirement of this section or rules made thereunder. he shall be liable to a penalty of Rs. 2 Lakhs.	Substituted the word fine with penalty to promote ease of doing business.
Section 105(5)- Proxies	If an invitations to appoint a person as proxy or one of a number of persons specified in the invitations are issued at the company’s expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy. every officer of the company who knowingly issues the invitations as aforesaid or willfully authorizes or permits their issue shall be punishable with fine up to Rs. 1 Lakh. Exception– Written request is received from the member to name the proxy for appointment, or of a list of persons willing to act as proxies.	If an invitations to appoint a person as proxy or one of a number of persons specified in the invitations are issued at the company’s expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy. every officer of the company who issues the invitation as aforesaid or authorizes or permits their issue, shall be liable to a penalty of Rs. 50,000. Exception– Written request is received from the member to name the proxy for appointment, or of a list of persons willing to act as proxies.	Substituted the word fine with penalty to promote ease of doing business
Section 117(2)- Resolutions and agreements to be filed (Penal Provisions)	If a company fails to file form MGT-14 within 30 days of passing the resolution, then Penalty on Company: Rs. 1 Lakh and in case of continuing failure, with further penalty of Rs. 500 for each day after the first during which such failure continues, subject to a maximum of Rs. 25 Lakhs. and Every officer in default including liquidator of the company, if any shall be liable to a penalty of Rs. 50,000 and in case of continuing failure, with further penalty of Rs. 500 for each day after the first during which such failure continues, subject to a maximum of Rs. 5 Lakhs.	If a company fails to file form MGT-14 within 30 days of passing the resolution, then Penalty on Company: Rs. 10,000 and in case of continuing failure, with further penalty of Rs. 100 for each day after the first during which such failure continues, subject to a maximum of Rs. 2 Lakhs. and Every officer in default including liquidator of the company, if any, shall be liable to a penalty of Rs. 10,000 and in case of continuing failure, with further penalty of Rs. 100 for each clay after the first during which such failure continues, subject to a maximum of Rs. 50,000.	Reduction of penalty amounts.
Section 117(3)(g)- Second Proviso- Resolutions and agreements to be filed	Provided further that nothing in this clause shall apply to Banking Companies, w.r.t. granting loans, providing security in respect of loans under section 179(3)(f) in the ordinary course of business.	Provided further that, nothing in this clause shall apply to resolutions passed to give loans, guarantee or to provide security in respect of loans under section 179(3)(f) in ordinary course of business by: (a)Banking Companies; (b) NBFC (any class); (c)Housing Finance Companies (any class registered under National Housing Bank Act).	NBFCs and HFCs being treated equivalent to Banks for the purpose of the section and have been provided exemption from filing resolutions u/s 117.
Section 124 (7)- Unpaid Dividend Account.	If company fails to comply with provision of section 124. Fine on Company: Rs. 5 Lakhs up to Rs. 25 Lakhs and Every officer in default shall be punishable with: fine of Rs. 1 Lakh up to Rs. 5 Lakhs.	If company fails to comply with provision of section 124. Penalty on Company: Rs. 1 Lakh 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. 10 Lakhs and Every officer in default 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. 2 Lakhs	Substituted the word fine with penalty.
Section 128(6)- Books of Account, etc., to be kept by Company	If the MD, WTD (finance), CFO or any other person of the company charge by board with duty of complying provisions of section 128, contravenes such provisions. Then such MD, WTD, CFO or such other person shall be punishable with: a) imprisonment of one year, or b) fine of Rs. 50,000 up to Rs. 5lakhs, or with both.	If the MD, WTD (finance), CFO or any other person of the company charge by board with duty of complying provisions of section 128, contravenes such provisions. Then such MD, WTD, CFO or such other person shall be punishable with Fine of Rs. 50,000 up to Rs. 5lakhs.	Imprisonment clause omitted.
Section 129A-Periodical Financial Results	NA	The central government shall require such class or classes of companies to: a) Prepare periodical financial results. b) Obtain approval of the Board of Directors. c) Complete limited review of such periodical financial results. File a copy with the ROC within 30 days of completion of the relevant period	It is empowering Central Government to prescribe preparation of financial results, approval of Board etc for certain class of companies.
Section 134(8) – Financial Statement, Board’s Report, etc.	If company contravenes provision of Section 134. Fine on Company: Rs. 50,000 up to Rs. 25 Lakhs and every officer in default punishable with: a) imprisonment up to 3 years, or b) fine of Rs. 50,000 up to Rs. 5 Lakhs, or c) with both.	If a company is in default in complying with the provisions of this section, company shall be liable to a penalty of Rs. 3 Lakhs and a) every officer in default shall be liable to a penalty of Rs. 50,000.	Substituted the word fine with penalty in relation to penalty amounts. Imprisonment clause omitted.
Section 135(7)- CSR	If a company contravenes the provisions of sub-section (5) or sub-section (6), Fine on Company: shall not be less than Rs. 50,000 but which may extend to Rs. 25 Lakhs and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 3 years or with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5 Lakhs, or with both.	If a company is in default in complying with the provisions of sub-section (5) or sub-section (6), the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in Schedule VII or the Unspent Corporate Social Responsibility Account or Rs. 1 Crore, whichever is less, and every officer of the company who is in default shall be liable to a penalty of 1/10th of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or Rs. 2 Lakhs, whichever is less.	Also, the new proviso inserted allows company to carry forward and set off the excess amount spent on CSR in a year. Decriminalisation by substituting the word fine with penalty. The constitution of CSR Committee is now not required if amount to be spent on CSR does not exceed 50 lakh rupees.
Section 137(3)- Copy of Financial Statement to be Filed with Registrar	If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of Rs. 1000 for every day during which the failure continues but which shall not be more than Rs. 10 Lakhs, and 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 Lakh and in case of continuing failure, with further penalty of Rs. 100 for each day after the first during which such failure continues, subject to a maximum of Rs. 5 Lakhs.	If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of Rs. 10,000 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. 2 Lakhs, and 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. 10,000 and in case of continuing failure, with further penalty of Rs. 100 for each day after the first dining which such failure continues, subject to a maximum of Rs. 50,000.	Reduction of penalty amount to promote ease of doing business.
Section 140(3) Removal, Resignation of Auditor and Giving of Special Notice	If the auditor does not comply with the provisions of sub-section (2), he or it 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 further penalty of Rs. 500 for each day after the first during which such failure continues, subject to a maximum of Rs. 5 Lakhs.	If the auditor does not comply with the provisions of sub-section (2), he or it 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 further penalty of Rs. 500 for each day after the first during which such failure continues, subject to a maximum of Rs. 2 Lakhs.	Reduction of penalty amount to promote ease of doing business.
Section 143(15) Powers and Duties of Auditors and Auditing Standards	If any auditor, cost accountant or company secretary in practice do not comply with the provisions of sub-section (12), he shall be punishable with fine which shall not be less than Rs. 1 Lakh but which may extend to Rs. 25 Lakhs.	If any auditor, cost accountant, or company secretary in practice does not comply with the provisions of sub-section (12), he shall, a. in case of a listed company, be liable to a penalty of Rs. 5 Lakhs; and b. in case of any other company, be liable to a penalty of Rs. 1 Lakh	Inserted penalty clause instead of fine for listed Companies.
Section 147(1) Punishment for Contravention	If any of the provisions of sections 139 to 146 (both inclusive) is contravened, Fine on Company: Which shall not be less than Rs. 25,000 but which may extend to Rs. 5 Lakhs and Every officer of the company who is in default shall be punishable: with imprisonment for a term which may extend to 1 year or with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 1 Lakh, or with both.	If any of the provisions of sections 139 to 146 (both inclusive) is contravened, Fine on Company: Which shall not be less than Rs. 25,000 but which may extend to Rs. 5 Lakhs and Every officer of the company who is in default shall be punishable: with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 1 Lakh	Decriminalisation by omitting the provision of imprisonment for a term which may extend to 1 year.
Section 147(2) Punishment for Contravention	If an auditor of a company contravenes any of the provisions of section 139, section 143, section 144 or section 145, the auditor shall be punishable with fine which shall not be less than Rs. 25,000 but which may extend to Rs. 5 Lakhs or four times the remuneration of the auditor, whichever is less.	If an auditor of a company contravenes any of the provisions of section 139, section 144 or section 145, the auditor shall be punishable with fine which shall not be less than Rs. 25,000 but which may extend to Rs. 5 Lakhs or four times the remuneration of the auditor, whichever is less.	Omission of Section 143 in relation to powers and duties of auditors and auditing standards out of purview of Section 147(2).
Section 149- Appointment and Qualifications of Directors	NA	In section 149 of the principal Act, in sub-section (9), the following proviso shall be inserted, namely: — “Provided that if a company has no profits or its profits are inadequate, an independent director may receive remuneration, exclusive of any fees payable under sub-section (5) of section 197, in accordance with the provisions of Schedule V.”.	New proviso inserted after Section 149(9) to allow Independent directors to receive remuneration under section 197 in accordance of Schedule V.