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RNI No. MAHBIL /2012/46128

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ORDINANCE No. 8 OF 2018.—The Indian Medical Council (Amendment) Ordinance, 2018.

ORDINANCE No. 9 OF 2018.—The Companies (Amendment) Ordinance, 2018.

LAW AND JUDICIARY DEPARTMENT

Madam Cama Marg, Hutatma Rajguru Chowk, Mantralaya,

Mumbai 400 032, dated the 17th November 2018.

No. 2033/B.—The following Ordinances promulgated by the President are hereby republished for general

information :—

2

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MINISTRY OF LAW AND JUSTICE

(LEGISLATIVE DEPARTMENT)

New Delhi, the 26th September 2018/Asvina 4, 1940 (Saka)

THE INDIAN MEDICAL COUNCIL (AMENDMENT) ORDINANCE, 2018

(No. 8 of 2018)

Promulgated by the President in the Sixty-ninth year of the Republic of India.

An Ordiance further to amend the Indian Medical Council Act, 1956.

WHEREAS, Parliament is not in session and the President is satisfied that circumstances exist

which render it necessary for him to take immediate action ;

NOW, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 of the

Constitution, the President is pleased to promulgate the following Ordinance :—

1.

Short title and commencement.—(1) This Ordinance may be called the Indian Medical Council

(Amendment) Ordinance, 2018.

(2) It shall come into force at once.

2.

Amendment of section 3A.—In section 3A of the Indian Medical Council Act, 1956 (102 of

1956),—

(a) in sub-section (1), for the words, brackets and figures “Indian Medical Council (Amendment)

Act, 2010”, the words, brackets and figures “Indian Medical Council (Amendment) Ordinance, 2018”

shall be substituted ;

(b) in sub-section (2), for the words “three years”, the words “one year” shall be substituted ;

(c) in sub-section (4), for the words “and medical education”, the words “and medical education

or proven administrative capacity and experience” shall be substituted ;

(d) after sub-section (7), the following sub-section shall be inserted, namely :—

“(7A) The Board of Governors shall be assisted by a Secretary General who shall be

appointed by the Central Government on deputation or contract basis and he shall be the head

of the secretariat in the Council.”.

RAM NATH KOVIND,

President.

DR. G. NARAYANA RAJU,

Secretary to the Government of India.

¨É½þÉ®úɹ]Åõ ¶ÉɺÉxÉ ®úÉVÉ{ÉjÉ ¦ÉÉMÉ ºÉ½þÉ, MÉÖ¯û´ÉÉ®ú iÉä ¤ÉÖvÉ´ÉÉ®ú, Êb÷ºÉå¤É®ú 6-12, 2018/+OɽþɪÉhÉ 15-21, ¶ÉEäò 1940

3

MINISTRY OF LAW AND JUSTICE

(LEGISLATIVE DEPARTMENT)

New Delhi, the 2nd November 2018/Kartika 11, 1940 (Saka)

THE COMPANIES (AMENDMENT) ORDINANCE, 2018

(No. 9 of 2018)

Promulgated by the President in the Sixty-ninth year of the Republic of India.

An Ordiance further to amend the Companies Act, 2013.

WHEREAS Parliament is not in session and the President is satisfied that circumstances exist which

render it necessary for him to take immediate action ;

NOW, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 of the

Constitution, the President is pleased to promulgate the following Ordinance :—

1.

Short title and commencement.—(1) This Ordinance may be called the Companies (Amendment)

Ordinance, 2018.

(2) It shall come into force at once.

2.

Amendment of section 2.—In section 2 of the Companies Act, 2013 (hereinafter referred to as

the principal Act), in clause (41),—

(a) for the first proviso, the following provisos shall be substituted, namely :—

“Provided that where a company or body corporate, which is a holding company or a

subsidiary or associate company of a company incorporated outside India and is required to

follow a different financial year for consolidation of its accounts outside India, the Central

Government may, on an application made by that company or body corporate in such form

and manner as may be prescribed, allow any period as its financial year, whether or not that

period is a year :

Provided further that any application pending before the Tribunal as on the date of

commencement of the Companies (Amendment) Ordinance, 2018, shall be disposed of by the

Tribunal in accordance with the provisions applicable to it before such commencement.” ;

(b) In the second proviso, for the words “Provided further that”, the words “Provided also that”

shall be substituted.

3.

Insertion of new section 10A.—After section 10 of the principal Act, the following section shall

be inserted, namely :—

“10A.

Commencement of business, etc.—(1) A company incorporated after the

commencement of the Companies (Amendment) Ordinance, 2018 and having a share capital shall

not commence any business or exercise any borrowing powers unless—

(a) a declaration is filed by a director within a period of one hundred and eighty days of

the date of incorporation of the company in such form and verified in such manner as may be

prescribed, with the Registrar that every subscriber to the memorandum has paid the value of

the shares agreed to be taken by him on the date of making of such declaration ; and

(b) the company has filed with the Registrar a verification of its registered office as

provided in sub- section (2) of section 12.

(2) If any default is made in complying with the requirements of this section, the company shall

be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a

penalty of one thousand rupees for each day during which such default continues but not exceeding

an amount of one lakh rupees.

(3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1)

within a period of one hundred and eighty days of the date of incorporation of the company and the

Registrar has reasonable cause to believe that the company is not carrying on any business or

operations, he may, without prejudice to the provisions of sub-section (2), initiate action for the

removal of the name of the company from the register of companies under Chapter XVIII.

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4.

Amendment of section 12.—In section 12 of the principal Act, after sub-section (8), the following

sub-section shall be inserted, namely :—

“(9) If the Registrar has reasonable cause to believe that the company is not carrying on any

business or operations, he may cause a physical verification of the registered office of the company

in such manner as may be prescribed and if any default is found to be made in complying with the

requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate

action for the removal of the name of the company from the register of companies under

Chapter XVIII.”.

5.

Amendment of section 14.—In section 14 of the principal Act,—

(i) in sub-section (1), for the second proviso, the following provisos shall be substituted,

namely :—

“Provided further that any alteration having the effect of conversion of a public company

into a private company shall not be valid unless it is approved by an order of the Central

Government on an application made in such form and manner as may be prescribed :

Provided also that any application pending before the Tribunal, as on the date of

commencement of the Companies (Amendment) Ordinance, 2018, shall be disposed of by the

Tribunal in accordance with the provisions applicable to it before such commencement.” ;

(ii) in sub-section (2), for the word “Tribunal”, the words “Central Government” shall be

substituted.

6.

Amendment of section 53.—In section 53 of the principal Act, for sub-section (3), the following

sub-section shall be substituted, namely :—

“(3) Where any company fails to comply with the provisions of this section, such company

and every officer who is in default shall be liable to a penalty which may extend to an amount equal

to the amount raised through the issue of shares at a discount or five lakh rupees, whichever is

less, and the company shall also be liable to refund all monies received with interest at the rate of

twelve per cent. per annum from the date of issue of such shares to the persons to whom such

shares have been issued.”.

7.

Amendment of section 64.—In section 64 of the principal Act, for sub-section (2), the following

sub-section shall be substituted, namely :—

“(2) Where any company fails to comply with the provisions of sub-section (1), such company

and every officer who is in default shall be liable to a penalty of one thousand rupees for each day

during which such default continues, or five lakh rupees whichever is less.”.

8.

Amendment of section 77.—In section 77 of the principal Act, in sub-section (1), for the first

and second provisos, the following provisos shall be substituted, namely :—

“Provided that the Registrar may, on an application by the company, allow such registration to

be made—

(a) in case of charges created before the commencement of the Companies (Amendment)

Ordinance, 2018, within a period of three hundred days of such creation ; or

(b) in case of charges created on or after the commencement of the Companies

(Amendment) Ordinance, 2018, within a period of sixty days of such creation, on payment of

such additional fees as may be prescribed :

Provided further that if the registration is not made within the period specified—

(a) in clause (a) to the first proviso, the registration of the charge shall be made within

six months from the date of commencement of the Companies (Amendment) Ordinance,

2018, on payment of such additional fees as may be prescribed and different fees may

be prescribed for different classes of companies ;

(b) in clause (b) to the first proviso, the Registrar may, on an application, allow such

registration to be made within a further period of sixty days after payment of such advalorem

fees as may be prescribed.”.

¨É½þÉ®úɹ]Åõ ¶ÉɺÉxÉ ®úÉVÉ{ÉjÉ ¦ÉÉMÉ ºÉ½þÉ, MÉÖ¯û´ÉÉ®ú iÉä ¤ÉÖvÉ´ÉÉ®ú, Êb÷ºÉå¤É®ú 6-12, 2018/+OɽþɪÉhÉ 15-21, ¶ÉEäò 1940

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9.

Amendment of section 86.—Section 86 of the principal Act shall be numbered as sub- section (1)

thereof and after sub-section (1) as so numbered, the following sub-section shall be inserted, namely :—

“(2) If any person wilfully 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.”.

10.

Substitution of new section for section 87.—For section 87 of the principal Act, the following

section shall be substituted, namely :—

“87.

Rectification by Central Government in Register of charges.—The Central Government

on being satisfied that :—

(a) the omission to give intimation to the Registrar of the payment or satisfaction of a

charge, within the time required under this Chapter ; or

(b) the omission or misstatement of any particulars with respect to any such charge or

modification or with respect to any memorandum of satisfaction or other entry made in

pursuance of section 82 or section 83,

was accidental or due to inadvertence or some other sufficient cause or it is not of a nature to

prejudice the position of creditors or shareholders of the company, it may, on the application of the

company or any person interested and on such terms and conditions as the Central Government

deems just and expedient, direct that the time for the giving of intimation of payment or satisfaction

shall be extended or, as the case may require, that the omission or misstatement shall be rectified.”.

11.

Amendment of section 90.—In section 90 of the principal Act,—

(i) for sub-section (9), the following sub-section shall be substituted, namely :—

“(9) The company or the person aggrieved by the order of the Tribunal may make an

application to the Tribunal for relaxation or lifting of the restrictions placed under sub-section (8),

within a period of one year from the date of such order :

Provided that if no such application has been filed within a period of one year from the

date of the order under sub-section (8), such shares shall be transferred to the authority

constituted under sub-section (5) of section 125, in such manner as may be prescribed ;

(ii) in sub-section (10),—

(a) after the word “punishable”, the words “with imprisonment for a term which may extend

to one year or” shall be inserted ;

(b) after the words “ten lakh rupees”, the words “or with both” shall be inserted.

12.

Amendment of section 92.—In section 92 of the principal Act, for sub-section (5), the following

sub-section shall be substituted, namely :—

“(5) If any company fails to file its annual return under sub-section (4), before the expiry of the

period specified therein, such company and its every officer who is in default shall be liable to a

penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred

rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.”.

13.

Amendment of section 102.—In section 102 of the principal Act, for sub-section (5), the following

sub-section shall be substituted, namely :—

“(5) Without prejudice to the provisions of sub-section (4), if any default is made in complying

with the provisions of this section, every promoter, director, manager or other key managerial

personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees or

five times the amount of benefit accruing to the promoter, director, manager or other key managerial

personnel or any of his relatives, whichever is higher.”.

14.

Amendment of section 105.—In section 105 of the principal Act, in sub-section (3), for the

words “punishable with fine which may extend to five thousand rupees”, the words “liable to a penalty of

five thousand rupees” shall be substituted.

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¨É½þÉ®úɹ]Åõ ¶ÉɺÉxÉ ®úÉVÉ{ÉjÉ ¦ÉÉMÉ ºÉ½þÉ, MÉÖ¯û´ÉÉ®ú iÉä ¤ÉÖvÉ´ÉÉ®ú, Êb÷ºÉå¤É®ú 6-12, 2018/+OɽþɪÉhÉ 15-21, ¶ÉEäò 1940

15.

Amendment of section 117.—In section 117 of the principal Act, for sub-section (2), the

following sub-section shall be substituted, namely :—

“(2) If any company fails to file the resolution or the agreement under sub-section (1) before

the expiry of the period specified therein, such company shall be liable to a penalty of one lakh

rupees and in case of continuing failure, with further penalty of five hundred rupees for each day

after the first during which such failure continues, subject to a maximum of twenty-five lakh rupees

and every officer of the company who is in default including liquidator of the company, if any, shall

be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty

of five hundred rupees for each day after the first during which such failure continues, subject to a

maximum of five lakh rupees.”.

16.

Amendment of section 121.—In section 121 of the principal Act, for sub-section (3), the following

sub-section shall be substituted, namely :—

“(3) If the company fails to file the report under sub- section (2) before the expiry of the period

specified therein, such company shall be liable to a penalty of one lakh rupees and in case of

continuing failure, with further penalty of five hundred rupees for each day after the first during which

such failure continues, subject to a maximum of five lakh rupees and every officer of the company

who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees

and in case of continuing failure, with further penalty of five hundred rupees for each day after the

first during which such failure continues, subject to a maximum of one lakh rupees.”.

17.

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

(a) for the words “punishable with fine”, the words “liable to a penalty” shall be substituted ;

(b) for the words “punishable with imprisonment for a term which may extend to six months or

with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees or

with both”, the words “shall be liable to a penalty of one lakh rupees and in case of continuing failure,

with further penalty of one hundred rupees for each day after the first during which such failure

continues, subject to a maximum of five lakh rupees” shall be substituted.

18.

Amendment of section 140.—In section 140 of the principal Act, for sub-section (3), the following

sub-section shall be substituted, namely :—

“(3) If the auditor does not comply with the provisions of sub-section (2), he or it shall be liable

to a penalty of fifty thousand rupees or an amount equal to the remuneration of the auditor, whichever

is less, and in case of continuing failure, with further penalty of five hundred rupees for each day

after the first during which such failure continues, subject to a maximum of five lakh rupees.”.

19.

Amendment of section 157.—In section 157 of the principal Act, for sub-section (2), the following

sub-section shall be substituted, namely :—

“(2) If any company fails to furnish the Director Identification Number under sub-section (1),

such company shall be liable to a penalty of twenty-five thousand rupees and in case of continuing

failure, with further penalty of one hundred rupees for each day after the first during which such

failure continues, subject to a maximum of one lakh rupees, and every officer of the company who

is in default shall be liable to a penalty of not less than twenty-five thousand rupees and in case of

continuing failure, with further penalty of one hundred rupees for each day after the first during which

such failure continues, subject to a maximum of one lakh rupees.”.

20.

Substitution of new section for section 159.—For section 159 of the principal Act, the following

section shall be substituted, namely:—

“159.

Penalty for default of certain provisions.—If any individual or director of a company

makes any default in complying with any of the provisions of section 152, section 155 and section

156, such individual or director of the company shall be liable to a penalty which may extend to fifty

thousand rupees and where the default is a continuing one, with a further penalty which may extend

to five hundred rupees for each day after the first during which such default continues.”.

¨É½þÉ®úɹ]Åõ ¶ÉɺÉxÉ ®úÉVÉ{ÉjÉ ¦ÉÉMÉ ºÉ½þÉ, MÉÖ¯û´ÉÉ®ú iÉä ¤ÉÖvÉ´ÉÉ®ú, Êb÷ºÉå¤É®ú 6-12, 2018/+OɽþɪÉhÉ 15-21, ¶ÉEäò 1940

7

21.

Amendment of section 164.—In section 164 of the principal Act, in sub-section (1), after clause

(h), the following clause shall be inserted, namely :—

“(i) he has not complied with the provisions of sub- section (1) of section 165.”.

22.

Amendment of section 165.—In section 165 of the principal Act, in sub-section (6), for the

portion beginning with “punishable with fine” and ending with “contravention continues”, the words “liable

to a penalty of five thousand rupees for each day ofter the first during which such contravention continues”

shall be substituted.

23.

Amendment of section 191.—In section 197 of the principal Act, for sub-section (5), the

following sub-section shall be substituted, namely :—

“(5) If a director of the company makes any default in complying with the provisions of this section,

such director shall be liable to a penalty of one lakh rupees.”.

24.

Amendment of section 197.—In section 197 of the principal Act,—

(a) sub-section (7) shall be omitted ;

(b) for sub-section (15), the following sub-section shall be substituted, namely :—

“(15) If any person makes any default in complying with the provisions of this section, he

shall be liable to a penalty of one lakh rupees and where any default has been made by a

company, the company shall be liable to a penalty of five lakh rupees.”.

25.

Amendment of section 203.—In section 203 of the principal Act, for sub-section (5), the following

sub-section shall be substituted, namely :—

“(5) If any company makes any default in complying with the provisions of this section, such

company shall be liable to a penalty of five lakh rapees and every director and key managerial

personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and

where the default is a continuing one, with a further penalty of one thousand rapees for each day

after the first during which such default continues but not exceeding five lakh rupees.”.

26.

Amendment of section 238.—In section 238 of the principal Act, in sub-section (3), for the

words “punishable with fine which shall not be less than twenty-five thousand rapees but which may

extend to five lakh rapees”, the words “liable to a penalty of one lakh rapees” shall be substituted.

27.

Amendment of section 248.—In section 248 of the principal Act, in sub-section (1),—

(a) in clause (c), for the word and figures “section 455,”, the words and figures “section 455 ;

or” shall be substituted ;

(b) after clause (c) and before the long line, the following clauses shall be inserted, namely :—

“(d) the subscribers to the memorandum have not paid the subscription which they had

undertaken to pay at the time of incorporation of a company and a declaration to this effect

has not been filed within one hundred and eighty days of its incorporation under sub- section (1)

of section 10 A ; or

(e) the company is not carrying on any business or operations, as revealed after the

physical verification carried out under sub-section (9) of section 12.”.

28.

Amendment of section 441.—In section 441 of the principal Act,—

(a) in sub-section (1), in clause (b), for the words “does not exceed five lakh rupees”, the words

“does not exceed twenty-five lakh rupees” shall be substituted ;

(b) for sub-section (6), the following sub-section shall be substituted, namely :—

“(6) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of

1974), any offence which is punishable under this Act with imprisonment only or with

imprisonment and also with fine shall not be compoundable.”.

29.

Amendment of section 446B.—In section 446B of the principal Act, for the portion beginning

with “punishable with fine” and ending with “specified in such sections”, the words “liable to a penalty

which shall not be more than one half of the penalty specified in such sections” shall be substituted.

8

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30.

Amendment of section 447.—In section 447 of the principal Act, in the second proviso, for the

words “twenty lakh rupees”, the words “fifty lakh rupees” shall be substituted.

31.

Amendment of section 454.—In section 454 of the principal Act, —

(i) for sub-section (3), the following sub-section shall be substituted, namely : —

“(3) The adjudicating officer may, by an order—

(a) impose the penalty on the company, the officer who is in default, or any other

person, as the case may be, stating therein any non-compliance or default under the

relevant provisions of this Act ; and

(b) direct such company, or officer who is in default, or any other person, as the

case may be, to rectify the default, wherever he considers fit.” ;

(ii) in sub-section (8),—

(a) in clause (i), for the words “does not pay the penalty imposed by the adjudicating officer

or the Regional Director”, the words, brackets and figures “fails to comply with the order made

under sub-section (3) or sub-section (7), as the case may be,” shall be substituted ;

(b) in clause (ii), for the words “does not pay the penalty”, the words, brackets and figures

“fails to comply with the order made under sub-section (3) or sub-section (7), as the case may

be,” shall be substituted.

32.

Insertion of new section 454A.—After section 454 of the principal Act, the following section

shall be inserted, namely :—

“454A.

Penalty for repeated default.—Where a company or an officer of a company or any

other person having already been subjected to penalty for default under any provisions of this Act,

again commits such default within a period of three years from the date of order imposing such

penalty passed by the adjudicating officer or the Regional Director, as the case may be, it or he

shall be liable for the second or subsequent defaults for an amount equal to twice the amount of

penalty provided for such default under the relevant provisions of this Act.”.

RAM NATH KOVIND,

President.

DR. G. NARAYANA RAJU,

Secretary to the Government of India.

By order and in the name of the Governor of Maharashtra,

RAJENDRA G. BHAGWAT,

Secretary (Legislation) to Government,

Law and Judiciary Department.

ON BEHALF OF GOVERNMENT PRINTING, STATIONERY AND PUBLICATION, PRINTED AND PUBLISHED BY I/C DIRECTOR SHRI MANOHAR SHANKAR GAIKWAD, PRINTED AT

GOVERNMENT CENTRAL PRESS, 21-A, NETAJI SUBHASH ROAD, CHARNI ROAD, MUMBAI 400 004 AND PUBLISHED AT DIRECTORATE OF GOVERNMENT PRINTING, STATIONERY

AND PUBLICATIONS, 21-A, NETAJI SUBHASH ROAD, CHARNI ROAD, MUMBAI 400 004 EDITOR : I/C DIRECTOR SHRI MANOHAR SHANKAR GAIKWAD.