Companies Act 2013: Sections 92, 105, 117, 124, 128, 129A and 134 Amendments
The Companies (Amendment) Act, 2020, Act No. 29 of 2020, amended several compliance and penalty provisions of the Companies Act, 2013. This article explains the amendments affecting annual returns, proxies, filing of resolutions, unpaid dividends, books of account, periodical financial results and financial statements or Board reports.
Section 92 - Annual Return
What section 92 covers: Section 92 governs the annual return that every company must prepare and file, containing prescribed particulars about the company as at the close of the financial year. The 2020 amendment principally rationalised penalties for filing default and for improper certification by a company secretary in practice.
Amendment by section 20 of the Companies (Amendment) Act, 2020:
In section 92(5), the fixed component of the penalty was reduced from fifty thousand rupees to ten thousand rupees, and the maximum was revised to two lakh rupees for a company and fifty thousand rupees for an officer in default.
In section 92(6), the earlier fine range for a company secretary in practice who certifies an annual return otherwise than in conformity with the Act or rules was replaced by a penalty of two lakh rupees.
Commencement: 21 December 2020.
Section 105 - Proxies
What section 105 covers: Section 105 deals with the right of a member to appoint another person as a proxy to attend and vote at a meeting, subject to the Act and the articles of the company.
Amendment by section 21 of the Companies (Amendment) Act, 2020: Section 105(5) was changed so that an officer who issues, authorises or permits the specified invitation relating to appointment of proxies is liable to a penalty of fifty thousand rupees. The wording was also changed from a criminal fine formulation to a civil penalty formulation.
Commencement: 21 December 2020.
Section 117 - Resolutions and Agreements to be Filed
What section 117 covers: Section 117 requires specified resolutions and agreements to be filed with the Registrar within the statutory period. The 2020 amendment revised the penalty for delay and also modified an exemption concerning certain lending, guarantee and security resolutions.
Section 117(2): A company that fails to file a resolution or agreement within the prescribed period is liable to a penalty of ten thousand rupees and, for continuing failure, a further penalty of one hundred rupees for each day after the first, subject to a maximum of two lakh rupees. Every officer in default, including the liquidator if applicable, is liable to ten thousand rupees plus one hundred rupees for each day of continuing failure, subject to a maximum of fifty thousand rupees.
Section 117(3)(g): The substituted proviso excludes specified resolutions for loans, guarantees or security under section 179(3)(f), when passed in the ordinary course of business by the classes of regulated financial entities stated in the provision.
Commencement: The substituted section 117(2) took effect on 21 December 2020. The amendment to the second proviso to section 117(3)(g) took effect on 22 January 2021.
Section 124 - Unpaid Dividend Account
What section 124 covers: Section 124 provides for transfer of unpaid or unclaimed dividend to an Unpaid Dividend Account and prescribes related company obligations. Sub-section (7) provides the consequence of non-compliance.
Amendment by section 23 of the Companies (Amendment) Act, 2020: A company failing to comply with section 124 is liable to a penalty of one lakh rupees and, for continuing failure, five hundred rupees for each day after the first, subject to a maximum of ten lakh rupees. Every officer in default is liable to twenty-five thousand rupees and, for continuing failure, one hundred rupees for each day after the first, subject to a maximum of two lakh rupees.
Commencement: 24 March 2021.
Section 128 - Books of Account
What section 128 covers: Section 128 requires every company to keep proper books of account, relevant books and papers, and financial statements in the manner prescribed by the Act.
Amendment by section 24 of the Companies (Amendment) Act, 2020: In section 128(6), the words providing imprisonment for a term extending to one year and the words permitting both imprisonment and fine were omitted. The monetary fine provision therefore remains without the imprisonment component removed by the amendment.
Commencement: 21 December 2020.
Section 129A - Periodical Financial Results
What section 129A provides: Section 129A was inserted after section 129. It enables the Central Government to prescribe classes of unlisted companies that may be required to prepare periodical financial results, obtain Board approval and an audit or limited review, and file a copy with the Registrar.
The provision authorises prescription of the periodical basis and form of financial results, the manner of Board approval and audit or limited review, and filing with the Registrar within thirty days of completion of the relevant period with the prescribed fees.
Commencement: 22 January 2021.
Practical point: Section 129A is an enabling provision. Its operation for a particular class of unlisted companies depends on the class, form and procedural requirements prescribed by the Central Government.
Section 134 - Financial Statement and Board Report
What section 134 covers: Section 134 regulates approval and signing of financial statements and the contents, approval and signing of the Board report, together with connected statutory responsibilities.
Amendment by section 26 of the Companies (Amendment) Act, 2020: Section 134(8) was substituted. If a company defaults in complying with section 134, the company is liable to a penalty of three lakh rupees and every officer in default is liable to a penalty of fifty thousand rupees.
Commencement: 21 December 2020.
Quick Reference Table
| Companies Act, 2013 provision | 2020 Amendment Act provision | Main change | Commencement |
|---|---|---|---|
| Section 92 | Section 20 | Reduced and rationalised annual return penalties | 21 December 2020 |
| Section 105(5) | Section 21 | Proxy invitation default converted to penalty of Rs. 50,000 | 21 December 2020 |
| Section 117(2) | Section 22(i) | Revised penalty for delayed filing | 21 December 2020 |
| Section 117(3)(g) | Section 22(ii) | Revised exemption for specified financial entities | 22 January 2021 |
| Section 124(7) | Section 23 | Revised penalty for non-compliance | 24 March 2021 |
| Section 128(6) | Section 24 | Imprisonment component omitted | 21 December 2020 |
| Section 129A | Section 25 | New enabling provision for periodical financial results | 22 January 2021 |
| Section 134(8) | Section 26 | Default converted to specified monetary penalties | 21 December 2020 |
Official Resources
Ministry of Corporate Affairs - Companies Act, 2013
Ministry of Corporate Affairs - Companies (Amendment) Act, 2020
Updated: 18 September 2026. This page is an informational summary. For compliance or proceedings, verify the current statutory text, applicable rules, notifications and forms.