Sections 76A, 77, 78, 82, 89 and 90 of the Companies Act 2013
This article explains the amendments originally made by the Companies (Amendment) Act, 2017 and places them in the context of the presently applicable Companies Act, 2013. The provisions deal with deposit defaults, registration and satisfaction of charges, declarations of beneficial interest, and significant beneficial ownership.
Section 76A - Punishment for contravention of Sections 73 or 76
Section 76A deals with a company accepting or inviting deposits in contravention of Sections 73 or 76 or the rules made under them, and with failure to repay deposits or interest within the prescribed or permitted period.
The Companies (Amendment) Act, 2017 changed clause (a) so that the minimum fine on the company became one crore rupees or twice the amount of deposit accepted, whichever is lower. It also changed clause (b) so that an officer in default may face imprisonment extending to seven years and fine, rather than the earlier alternative formulation. Where a knowing or wilful contravention is committed with intent to deceive specified stakeholders or tax authorities, Section 447 may also apply.
Section 77 - Duty to register charges
Section 77 requires a company creating a charge on its property, assets or undertaking, whether in or outside India, to register the particulars of the charge and the instrument creating it with the Registrar in the prescribed form, manner and time.
The 2017 amendment inserted an enabling proviso excluding such classes of charges as may be prescribed in consultation with the Reserve Bank of India. The time-limit structure under Section 77 was later substantially amended by the Companies (Amendment) Act, 2019; therefore, the original 2017 amendment should not be used alone to determine the current filing period for a charge.
Section 78 - Application for registration of charge
Section 78 protects the charge-holder where a company fails to register a charge. The 2017 amendment replaced the earlier general reference to the period specified in Section 77 with a reference to the initial thirty-day period. For current compliance, Section 78 must be read together with the presently applicable Section 77 and the Companies (Registration of Charges) Rules, 2014.
Section 82 - Company to report satisfaction of charge
Section 82 concerns intimation to the Registrar when a registered charge has been paid or satisfied. The 2017 amendment removed the earlier cross-reference applying Section 77(1) to such intimation and inserted a proviso permitting delayed intimation, subject to additional fees. Later amendments altered the operative time framework, so current filings should be checked against the latest text of Section 82 and the applicable charge-registration rules.
Section 89 - Declaration of beneficial interest in shares
Section 89 addresses situations in which the registered holder of a share and the person holding the beneficial interest are different. It requires prescribed declarations by the registered owner and beneficial owner, and declarations when the beneficial interest changes.
The 2017 amendment inserted sub-section (10), which defines beneficial interest in a share broadly. It includes, directly or indirectly and through any contract, arrangement or otherwise, the right or entitlement, alone or together with another person, to exercise rights attached to the share or to receive or participate in dividends or other distributions. Later amendments also changed the penalty framework and inserted an exemption power; accordingly, current Section 89 should be consulted for present compliance.
Section 90 - Register of significant beneficial owners in a company
The Companies (Amendment) Act, 2017 substituted Section 90 and created a detailed framework for identifying and reporting significant beneficial ownership. The section requires qualifying individuals to declare their significant beneficial interest, requires companies to maintain a register and file prescribed returns, and empowers companies to seek information from persons who may know the identity of a significant beneficial owner.
Significant beneficial owner (SBO): Although the substituted statutory text referred to beneficial interests of not less than twenty-five per cent or such other percentage as may be prescribed, the practical threshold and tests are governed by the Companies (Significant Beneficial Owners) Rules, 2018, as amended. Those rules prescribe the applicable criteria and should be read with Section 90 rather than relying only on the percentage appearing in the 2017 amendment text.
Where required information is not supplied or is unsatisfactory, the company may apply to the National Company Law Tribunal for restrictions concerning the relevant shares. The current Act also contains consequences for non-compliance and for false or incorrect information. Because Section 90 has been amended after 2017, current penalties, procedural periods and consequences should be verified from the latest statutory text and rules.
2017 amendments covered by this page
| 2017 Amendment Act provision | Companies Act section affected | Subject |
|---|---|---|
| Section 17 | 76A | Deposit contravention and punishment |
| Section 18 | 77 | Registration of charges |
| Section 19 | 78 | Registration by charge-holder |
| Section 20 | 82 | Satisfaction of charge |
| Section 21 | 89 | Beneficial interest in shares |
| Section 22 | 90 | Significant beneficial owners |
Official legal resources
For the latest consolidated statutory text and subordinate legislation, refer to the official India Code and the Ministry of Corporate Affairs. The official text of the Companies (Amendment) Act, 2017 is also available from MCA.
This page is an informational overview. For a filing, adjudication, prosecution or compliance decision, check the latest Act, rules, notifications and applicable MCA forms.