What is new under Section 135 of Companies Act, 2013

  • August 7, 2019
  • CA Chandan Agarwal's Office
CA Chandan Agarwal

CA Chandan Agarwal

Provisions of Corporate Social Responsibility under section 135 of Companies Act, 2013 are  amended vide Section 21 of Companies (Amendment) Act, 2019. Provisions of Section 21 Companies (Amendment) Act, 2019 will  come into force on such date as the Central Government may, by notification in the Official Gazette.

Extract of Changes in Section 135 of Companies Act, 2013 proposed by Section 21 of Companies (Amendment) Act, 2019

21. Amendment of section 135.

In section 135 of the principal Act,—

(a) in sub-section (5), —

(i) after the words “three immediately preceding financial years,”, the words “or where the company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years,” shall be inserted;

(ii) in the second proviso, after the words “reasons for not spending the amount” occurring at the end, the words, brackets, figure and letters “and, unless the unspent amount relates to any ongoing project referred to in sub-section (6), transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year” shall be inserted;

(b) after sub-section (5), the following sub-sections shall be inserted, namely:—

“(6) Any amount remaining unspent under sub-section (5), pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company in persuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

(7) If a company contravenes the provisions of sub-section (5) or sub-section (6), the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of such company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

(8) The Central Government may give such general or special directions to a company or class of companies as it considers necessary to ensure compliance of provisions of this section and such company or class of companies shall comply with such directions.”.

Companies (Amendment) Act, 2019

Changes from sub section 1 to 4

workings of CSR

Sub Section 5

Unspent Amount

Fine Imprisonment

Power of CG

Source: https://taxguru.in/company-law/section-135-companies-act-2013.html

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