Highlights of Companies Ordinance, 2019

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

2. The ROC can strike off a company if the address of Regd 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, penalty of 100 per day to Company + directors max 5 Lakh apart from ROC delay charges is applicable.

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 for Company + Directors + KMP – 50K

11. *filing of Resolutions* with ROC- delay will be *very costly* now. Penalty for defaulter increased substantially. 500 every day max 25 Lakh

12.Filing of Balance sheet with ROC within time limit- failure is costly for Company + Directors both. Penalty of 100 per day + 1 lakh to Company + Director 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 + 500 per day.

14. A director can not become director in  morethan 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. Default is now very costly- penalty increased substantially.

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