Sections 379, 392, 393A, 403, 405 and 410 of the Companies Act 2013

The Companies (Amendment) Act, 2020 amended several provisions of the Companies Act, 2013 relating to foreign companies, filing defaults, furnishing of information and statistics, and the composition of the National Company Law Appellate Tribunal. This article explains the amendments corresponding to Sections 379, 392, 393A, 403, 405 and 410 in a practical, section-wise format.

Important: The numbered provisions discussed below are sections of the Companies Act, 2013 as affected by Sections 53 to 58 of the Companies (Amendment) Act, 2020. For current compliance, the Act should be read with applicable rules, notifications and MCA filing requirements.

Contents

Section 379 - Application of the Act to Foreign Companies

Meaning: Section 379 is part of Chapter XXII, which regulates companies incorporated outside India. The 2020 amendment omitted the proviso to Section 379(1).

2020 amendment: In Section 379(1) of the principal Act, the proviso was omitted.

The provision should therefore be read in its presently applicable form together with the other provisions of Chapter XXII and the rules governing foreign companies. Businesses incorporated outside India should also check MCA requirements concerning registration, documents, accounts and statutory filings.

Section 392 - Punishment for Contravention by Foreign Companies

Meaning: Section 392 provides the consequence for contravention of Chapter XXII by a foreign company. The Companies (Amendment) Act, 2020 removed the imprisonment component from this provision.

2020 amendment: The words providing for imprisonment up to six months were omitted, and the concluding reference to "or with both" was correspondingly removed so that the provision operates through monetary punishment as prescribed by the section.

This change formed part of the wider policy of decriminalising specified company-law defaults while retaining financial consequences for non-compliance.

Section 393A - Exemptions under Chapter XXII

Meaning: Section 393A empowers the Central Government, by notification, to exempt specified classes of foreign companies or companies incorporated or to be incorporated outside India from provisions of Chapter XXII.

The exemption power can apply to a class of foreign companies and to companies incorporated or proposed to be incorporated outside India, whether or not they have or may establish a place of business in India. A notification issued under the section is required to be laid before both Houses of Parliament.

Accordingly, the application of Chapter XXII may depend not only on the text of the Act but also on any valid exemption notification applicable to the relevant class of company.

Section 403 - Fee for Filing, Registering or Recording Documents

Meaning: Section 403 deals with fees and additional fees for documents, facts or information required to be submitted, filed, registered or recorded under the Companies Act.

2020 amendment: The third proviso to Section 403(1) was substituted. Where default occurs on two or more occasions in submitting, filing, registering or recording prescribed documents, facts or information, a higher additional fee may be prescribed, without prejudice to other legal action or liability under the Act.

The provision is intended to impose a stronger financial consequence for repeated filing defaults. The actual filing fee and additional fee must be checked against the applicable rules and MCA filing system for the relevant form.

Section 405 - Power to Direct Companies to Furnish Information or Statistics

Meaning: Section 405 authorises the Central Government to require companies to furnish specified information or statistics. The 2020 amendment substituted sub-section (4), converting the consequence for specified defaults into a monetary penalty structure.

Penalty under substituted Section 405(4): If a company fails to comply with an order under sub-section (1) or (3), or furnishes materially incorrect or incomplete information or statistics, the company and every officer in default are liable to a penalty of Rs. 20,000. For continuing failure, a further penalty of Rs. 1,000 for each day after the first applies, subject to a maximum of Rs. 3 lakh.

Companies should therefore ensure that information furnished in response to an order under Section 405 is complete, accurate and submitted within the applicable time.

Section 410 - Constitution of the National Company Law Appellate Tribunal

Meaning: Section 410 concerns the constitution of the National Company Law Appellate Tribunal (NCLAT). The 2020 amendment removed the words "not exceeding eleven" from the opening portion and corrected the Competition Act cross-reference in clause (b).

2020 amendment: The numerical ceiling expressed by the words "not exceeding eleven" was omitted. In clause (b), the reference to Section 53N was substituted by Section 53A.

The amendment aligns the provision with the statutory framework governing the composition and appellate jurisdiction of NCLAT.

Official Legal Resources

For authoritative and current material, verify the statutory text, rules, notifications, circulars and e-filing requirements through the Ministry of Corporate Affairs and India Code before acting on a compliance issue.

This page is for general legal information and does not substitute professional advice on the facts of a particular matter.