Section 135, 137, 140, 143, 147, 149, 165 of Companies Amendment Act 2020

Amendment to Section 135

In section 135 of the principal Act,-

(a) in sub-section (5), after the second proviso, the following proviso shall be
inserted, namely:-

"Provided also that if the company spends an amount in excess of the requirements provided under this sub-section, such company may set off such excess amount against the requirement to spend under this sub-section for such number of succeeding financial years and in such manner, as may be
prescribed.";

(b) for sub-section (7), the following sub-section shall be substituted, namely:-

"(7) 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, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-tenth 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 two lakh rupees, whichever is less.";

"(9) Where the amount to be spent by a company under sub-section (5) does
not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company."

Amendment to Section 137

In section 137 of the principal Act, in sub-section (3),-

(a) for the words "one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees", the words "ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees," shall be substituted;

(b) for the words "one lakh rupees", the words "ten thousand rupees" shall be
substituted;

Amendment to Section 140 of Companies Act 2013

In section 140 of the principal Act, in sub-section (3), for the words "five lakh
rupees", the words "two lakh rupees" shall be substituted.

Amendment to Section 143 of Companies Act 2013

In section 143 of the principal Act, for sub-section (15), the following sub-section shall be substituted, namely:-

"(15) 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 five lakh rupees; and

(b) in case of any other company, be liable to a penalty of one lakh rupees."

Amendment to Section 147 of Companies Act 2013

In section 147 of the principal Act,-

(a) in sub-section (1),-

(i) the words "with imprisonment for a term which may extend to one year or" shall be omitted;

(ii) for the words "one lakh rupees, or with both", the words "one lakh rupees" shall be substituted;

(b) in sub-section (2), the word and figures, "section 143" shall be omitted.

Amendment to Section 149 of Companies Act 2013

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."

Amendment to Section 165 of Companies Act 2013

In section 165 of the principal Act, for sub-section (6), the following sub-section shall be substituted, namely:-

"(6) If a person accepts an appointment as a director in violation of this section, he shall be liable to a penalty of two thousand rupees for each day after the first during which such violation continues, subject to a maximum of two lakh rupees.".