United States


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 20-F / A





☐  REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934








OR





☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended June 30, 2019





OR





☐  TRANSITION REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





OR





☐  SHELL COMPANY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF
1934





Date of event requiring this shell company report ___





For the transition period from ____ to ____





Commission file number 001-13542





IRSA Inversiones y Representaciones Sociedad
Anónima


(Exact
name of Registrant as specified in its charter)





IRSA Investments and Representations Inc.


(Translation
of Registrant’s name into English)





Republic of Argentina


(country
of incorporation or organization)





Bolívar 108


(C1066AAD)


Ciudad Autónoma de Buenos Aires, Argentina


(Address of principal executive offices)





Matías Iván Gaivironsky - Chief Financial and
Administrative Officer


Tel +54(11) 4323-7449 - ir@irsa.com.ar


Moreno 877 24th Floor (C1091AAQ) - Ciudad Autónoma de Buenos
Aires, Argentina


(Name,
Telephone, E-mail and/or address of Company Contact
Person)





Securities
registered or to be registered pursuant to Section 12 (b) of the
Act

















Title
of each class


Name of
each exchange on which registeredGlobal
Depositary Shares, each representing ten shares of Common
Stock


New
York Stock ExchangeCommon
Stock, par value Ps.1.00 per share


New
York Stock Exchange*





*Not
for trading, but only in connection with the registration of Global
Depositary Shares, pursuant to the requirements of the Securities
and Exchange Commission.





Securities
registered or to be registered pursuant to Section 12 (g) of the
Act: None





Securities
for which there is a reporting obligation pursuant to Section 15
(d) of the Act: None





Indicate
the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the period covered by the
annual report: 578,676,460.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act:


☐ Yes ☒ No





If this
report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934.


☒ Yes ☐ No


Note:
Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(a) of the Securities
Exchange Act of 1934 from their obligations under those
Sections





Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or of such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days:  ☒
Yes  ☐ No





Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such
files).  ☒ Yes 
☐ No





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of “large accelerated filer,”
“accelerated filer” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.:





Large
accelerated filer ☐  Accelerated filer ☒  Non-accelerated filer ☐  Emerging growth company ☐


If
an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐





The
term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5,
2012.





Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:





U.S.
GAAP ☐
International
Financial Reporting Standards as issued by the International
Accounting statements included in this filing: ☒
Other
☐





If “Other” has been checked in response to
the previous question, indicate by check mark which financial
statement item the registrant has elected to
follow:


Item 17
☐  Item 18 ☐





If this
is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange
Act):


☐ Yes ☒ No





(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)





Indicate
by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 23 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court. Yes ☐ No ☐7





Please send copies of notices and communications from the
Securities and Exchange Commission to:





Carolina
Zang

David
Williams
Jaime
MercadoZang
Bergel & Viñes

Simpson
Thacher & Bartlett LLPFlorida
537 piso 18o
C1005AAK
Ciudad Autónoma de Buenos Aires, Argentina.

425
Lexington Avenue
New
York, NY 10017























EXPLANATORY NOTE





This
Amendment No. 1 on Form 20-F/A (the “Amendment”) is
being filed by IRSA Inversiones y Representaciones Sociedad
Anónima (“IRSA” the “Company,”
“we,” “our,” or “us”) to amend
the Company’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2019, originally filed with the U.S. Securities
Exchange Commission on October 31, 2019 (the “Original
Filing”). The Company is filing this Amendment solely for
purposes of amending the disclosure relating to the members of the
Board of Directors and its bios, the independent directors of the
Company and the members of the Audit Committee.





This
Amendment consists solely of the cover page and this explanatory
note. Except as described above, this Amendment does not amend any
information set forth in the Original Filing or reflect any events
that occurred subsequent to the filing of the Original Filing on
October 31, 2019. Accordingly, this Amendment should be read in
conjunction with the Original Filing and with our filings with the
U.S. Securities Exchange Commission subsequent to the Original
Filing.




















ITEM 6. Directors, Senior Management and
Employees





A. Directors and Senior Management





Board of Directors





We are
managed by a Board of Directors. Our by laws provide that our Board
of Directors will consist of a minimum of eight and a maximum of
sixteen regular directors and the same or less number of alternate
directors. Our directors are elected for three-fiscal year terms by
a majority vote of our shareholders at a general ordinary
shareholders’ meeting and may be reelected
indefinitely.








Currently
our Board of Directors is composed of fifteen regular directors and
four alternate directors. Alternate directors will be summoned to
exercise their functions in case of absence, vacancy or death of a
regular director or until a new director is appointed.





The
table below shows information about our regular directors and
alternate directors:





Name
Date of Birth
Position in IRSA
Date of current appointment
Term expiration
Current position held sinceEduardo
S. Elsztain
01/26/1960
Chairman
2018
2021
1991Saúl
Zang
12/30/1945
First
Vice-Chairman
2018
2021
1994Alejandro
G. Elsztain
03/31/1966
Second
Vice-Chairman
2019
2022
2001Fernando
A. Elsztain
01/04/1961
Regular
Director
2017
2020
1999Carlos
Ricardo Esteves
05/25/1949
Regular
Director
2017
2020
2005Cedric
D. Bridger
11/09/1935
Regular
Director
2018
2021
2003Marcos
Fischman
04/09/1960
Regular
Director
2018
2021
2003Mario
Blejer
06/11/1948
Regular
Director
2017
2020
2005Mauricio
E. Wior
10/23/1956
Regular
Director
2018
2021
2006Ricardo
H. Liberman
12/18/1959
Regular
Director
2017
2020
2008Daniel
Ricardo Elsztain
12/22/1972
Regular
Director
2017
2020
2007Oscar
Pedro Bergotto
07/19/1943
Regular
Director
2019
2022
2019Demian
Brener
06/20/1990
Regular
Director
2019
2022
2019Maria
Julia Bearzi
11/15/1975
Regular
Director
2019
2022
2019Liliana
Luisa De Nadai
01/11/1959
Regular
Director
2019
2022
2019Gastón
Armando Lernoud
06/04/1968
Alternate
Director
2017
2020
2014Enrique
Antonini
03/16/1950
Alternate
Director
2019
2022
2007Gabriel
A. G. Reznik
11/18/1958
Alternate
Director
2019
2022
2008David
Williams
12/07/1955
Alternate
Director
2019
2022
2019





Oscar
Pedro Bergotto, Demian Brener, Maria Julia Bearzi, Liliana Luisa De
Nadai and David Williams are independent directors, pursuant to CNV
Rules.





The
following is a brief biographical description of each member of our
Board of Directors:





Eduardo Sergio Elsztain.Mr. Elsztain has been engaged in
the real estate business for more than twenty-five years. He is the
chairman of the board of Directors of Cresud - S.A.C.I.F. y
A.(“Cresud”), IRSA Propiedades Comerciales S.A.
(“IRSA CP”), IDB Development Corporation Ltd, Discount
Investment Corporation Ltd., Banco Hipotecario S.A., BrasilAgro
Companhia Brasileira de Propriedades Agr’colas Ltda., Austral
Gold Ltd., Consultores Assets Management S.A., among other
companies. He also Chairs IRSA Foundation, is a member of the World
Economic Forum, the Council of the Americas, the Group of 50 and
the Argentine Business Association (AEA), among others. He is
co-founder of Endeavor Argentina and serves as VicePresident of the
World Jewish Congress. Mr. Eduardo Sergio Elsztain is Fernando
Adrián Elsztain’s cousin and Alejandro Gustavo
Elsztain’s and Daniel Ricardo Elsztain’s
brother.





Saúl Zang. Mr. Zang obtained a law degree from the
Universidad de Buenos Aires. He is a member of the International
Bar Association and of the Interamerican Federation of Lawyers. He
was a founding partner of Zang, Bergel & Viñes Law Firm.
Mr. Zang is Vice-chairman of Cresud, IRSA CP, Consultores Assets
Management S.A. and other companies such as Fibesa S.A. and
Chairman at Puerto Retiro S.A. He is also director of IDB
Development Corporation Ltd., Discount Investment Corporation Ltd.,
Banco Hipotecario S.A., BrasilAgro Companhia Brasileira de
Propriedades Agr’colas Ltda,, BACS Banco de Crédito
& Securitización S.A., Nuevas Fronteras S.A., and Palermo
Invest S.A., among other companies.





Alejandro Gustavo Elsztain.Mr. Elsztain graduated as an Agricultural Engineer from the
University of Buenos Aires. He then completed the Advanced
Management Program at Harvard Business School in June 1999. He is
currently serving as II Vice President of IRSA, CEO of CRESUD and
Executive Vice President of IRSA CP. He is also director of
BrasilAgro, a Brazilian agricultural company. He also serves as
director of IDBD, President of Gav Yam and Mehadrin, and Vice
President of PBC (Companies dedicated to the Real Estate and Fruit
business in Israel). Mr.
Alejandro Gustavo Elsztain is brother of our Chairman, Eduardo
Sergio Elsztain and of Daniel Ricardo Elsztain. He is also Fernando
Adrián Elsztain’s cousin.





Fernando Adrián Elsztain. Mr. Elsztain earned an
architecture degree from Universidad de Buenos Aires. He has been
engaged in the real estate business as a consultant and as managing
officer of a real estate company. He is chairman of the Board of
Directors of Palermo Invest S.A. and Nuevas Fronteras S.A. He is
also a director of Hoteles Argentinos S.A. and Llao Llao Resorts
S.A., and an alternate director of Banco Hipotecario S.A. and
Puerto Retiro S.A. Mr. Fernando Adrián Elsztain is cousin of
our Chairman, Eduardo Sergio Elsztain, and our Directors Alejandro
Gustavo Elsztain and Daniel Ricardo Elsztain.





Carlos Ricardo Esteves.Mr. Esteves has a degree in
Political Sciences from Universidad El Salvador. He was a member of
the Boards of Directors of Banco Francés del Rio de la Plata,
Bunge & Born Holding, Armstrong Laboratories, Banco Velox and
Supermercados Disco. He was one of the founders of CEAL (Consejo
Empresario de América Latina) and is a member of the board of
directors of Encuentro de Empresarios de América Latina
(padres e hijos) and is co-President of Foro
Iberoamericano.





Cedric D. Bridger.Mr. Bridger is qualified as a
certified public accountant in the United Kingdom. From 1992
through 1998, he served as chief financial officer of YPF S.A. Mr.
Bridger was also financial director of Hughes Tool Argentina, chief
executive officer of Hughes Tool in Brazil and Hughes’
corporate vice-president for South American
operations.





Marcos Fischman.Mr. Fischman is a pioneer in corporate
advisory services in Argentina. He has a degree from the Hebrew
University of Jerusalem. Mr. Fischman provides consulting
services to businesspeople, students and artists. Since 1993, he
has provided consulting services to us in communication and
development.





Mario Blejer.Mr. Blejer obtained a Ph.D. in
economy from the University of Chicago. He has been Senior
Counselor to the IMF in the European and Asian departments from
1980 to 2001. He was also vice-chairman and chairman of the
Argentine Central Bank from 2001 to 2002. He also served as
director of the Center for Studies of Central Banks of the Bank of
England from 2003 to 2008 and as counselor of the Governor of the
Bank of England during that same period. At present. Mr. Blejer is
regular director of Banco Hipotecario S.A., among other companies.
He was also External Counselor to the Currency Policy Council of
the Central Bank of Mauritius and is Postgraduate professor at
Universidad Torcuato Di Tella University.





Mauricio Elías Wior.Mr. Wior obtained his bachelor’s degrees in
economics and accounting, and a master’s degree in finance
from Tel Aviv University in Israel. Mr. Wior is currently a member
of the boards of directors of Banco Hipotecario S.A., TGLT S.A. and
Shufersal. He has held positions at Bellsouth where he was Vice
President for Latin America from 1995 to 2004. Mr. Wior was also
Chief Executive Officer of Movicom Bellsouth from 1991 to 2004. In
addition, he led the operations of various cellular phone companies
in Uruguay, Chile, Peru, Ecuador and Venezuela. He was president of
the Asociación Latinoamericana de Celulares (ALCACEL); American Chamber of Commerce
in Argentina, and the Israeli Argentine Chamber of Commerce. He was
director of Instituto para el Desarrollo Empresarial de la
Argentina (IDEA), Fundación de Investigaciones Económicas
Latinoamericanas (FIEL) and Tzedaka.





Ricardo Liberman.Mr. Liberman graduated as a Public
Accountant from Universidad de Buenos Aires. He is also an
independent consultant in audit and tax matters.





Daniel Ricardo Elsztain.Mr. Elsztain obtained a degree in
economic sciences at Universidad Torcuato Di Tella and has a
Master’s degree in Business Administration from Universidad
Austral IAE. He has been the Company Chief Operating Officer since
2011. He previously held the position of Commercial and Marketing
Manager and has been in charge of the real estate investments in
New York between 2008 and 2001. He is also Chairman of
Entertainment Holdings S.A., Entretenimiento Universal S.A.,
Boulevard Norte S.A. and Ogden Argentina S.A., as well as director
of IRSA CP, among other companies. Mr. Elsztain is Mr. Eduardo
Sergio Elsztain’s and Mr. Alejandro Gustavo Elsztain’s
brother and Fernando Adrian Elsztain’s cousin.





Oscar Pedro Bergotto. Mr. Bergotto has worked as auditor at
the Banco de la Nación Argentina and CFO in Isaac Elsztain e
Hijos SCA. Between 1987 and 2008 he worked as treasury in IRSA
Inversiones y Representaciones S.A. He also served as
attorney-at-law for Cresud.





Demian Brener. Mr. Brener has a degree in Industrial
Engineer, having studied at Instituto Tecnologico de Buenos Aires,
Argentina, and Lund University, Sweden. He is the co-founder and
CEO of Zeppelin, a company focused on blockchain technology and
security. His work has been featured in major publications
including Forbes and Bloomberg. He is also an Endeavor
Entrepreneur, advisor to several technology companies, and
member of the Voltaire and Sandbox communities. He has worked in
Quasar Ventures, a Venture Capital firm, and Despegar, the leading
online travel agency in Latin America.





Maria Julia Bearzi. Ms. Bearzi has a degree in Business
Administration from the Universidad Nacional de La Plata. He has a
history of more than 15 years working for entrepreneurial
development at the Endeavor Foundation. She was responsible for
Institutional Development and since 2016 she is the Executive
Director of this organization. In addition, for 3 years she was an
associate professor of the subject of Entrepreneurial Development
at the UMET (Universidad Metropolitana para la Educación y el
Trabajo). He led the Entrepreneurship by Endeavor program at the
Argentine Catholic University and the UTDT Factory entrepreneurial
training course at Universidad Torcuato Di Tella.





Liliana Luisa De Nadai. Ms. De Nadai has a degree in
accounting from the Universidad de Buenos Aires. Since 2003, Ms. De
Nadai has advised many companies, banks and brokers in accounting,
tax and AML standards. Along her career, Ms. De Nadai has attended
to many courses of professional practice from the Consejo
Profesional de Ciencias Económicas of the City of Buenos
Aires.





Gastón Armando Lernoud.Mr. Lernoud obtained a law degree in Universidad
El Salvador in 1992. He obtained a Master in Corporate Law in
Universidad de Palermo in 1996. He has been senior associate in
Zang, Bergel & Viñes Law Firm until June 2002, when he
joined Cresud as legal counsel.





Enrique Antonini.Mr. Antonini holds a degree in law
from the School of Law of Universidad de Buenos Aires. He has been
director of Banco Mariva S.A. since 1992 until today, and alternate
director of Mariva Bursátil S.A. since 2015. He is a member of
the Argentine Banking Lawyers Committee and the International Bar
Association. At present, he is Alternate Director of
Cresud.





Gabriel A. G. Reznik.Mr. Reznik obtained a degree in
Civil Engineering from Universidad de Buenos Aires. He worked for
the Company from 1992 until May 2005, when he resigned. He had
previously worked for an independent construction company in
Argentina. He is regular director of Banco
Hipotecario.





David Williams. Mr. Williams has a B.A. from Tufts
University and a J.D. degree from Georgetown University School of
Law. He has focused on cross-border corporate transactions in Latin
America for more than 25 years. He specializes in mergers and
acquisitions, corporate and project financings, restructurings,
corporate governance and other complex corporate
matters.





Audit Committee





In
accordance with the Regime of Transparency in Public Offerings
provided by Decree No. 677/01, currently by application of Capital
Markets Law No. 26,831 and the CNV Rules, our Board of Directors
established an Audit Committee.





The
Audit Committee is a committee of the Board of Directors, the main
function of which is to assist the Board of Directors in (i)
exercising its duty of care, diligence and competence in issues
relating to us, specifically as concerns the enforcement of
accounting policies, and disclosure of accounting and financial
information, (ii) management of our business risk, the management
of our internal control systems, (iii) behavior and ethical conduct
of the Company’s businesses, (iv) monitoring the sufficiency
of our financial statements, (v) our compliance with the laws, (vi)
independence and competence of independent auditors, (vii)
performance of our internal audit duties both by our Company and
the external auditors and (viii) it may render, upon request of the
Board of Directors, its opinion on whether the conditions of the
related parties’ transactions for relevant amounts may be
considered reasonably sufficient under normal and habitual market
conditions.





In
accordance with the provisions of the Capital Markets Law No.
26,831 and the CNV’s Rules, our Audit Committee is made up by
three Board members who qualify as independent directors. The NYSE
Regulations establish that as of July 31, 2005, foreign companies
listing securities in the United States must have an Audit
Committee fully formed by independent directors.





Currently,
we have a fully independent Audit Committee composed of Messrs.
Oscar Pedro Bergotto, Liliana Luisa De Nadai and Maria Julia
Bearzi.








ITEM 16. A. Audit Committee Financial Expert





Pursuant
to the former applicable rules regarding the Capital Market Law
(former Transparency Decree) and the applicable Rules of the CNV at
such moment, our board of directors has established on May 2004 an
Audit Committee. The main functions of the Audit Committee are to
assist the board of directors in performing their duty of
exercising due care, diligence and competence in issues relating to
us, specifically in the enforcement of the accounting policy and in
the issue of accounting and financial information, the management
of business risk and of internal control systems, the conduct and
ethical soundness of the company’s business, the supervision
of the integrity of our financial statements, the compliance by our
company with the legal provisions, the independence and capability
of the independent auditor and the performance of the internal
audit function of our company and of the external auditors. Also,
according to the applicable regulations, we may request to our
audit committee to render its opinion in certain transactions, and
its conditions, as is the case of related party transactions, as
may be reasonably considered adequate according to normal market
conditions.





On
October 31, 2019 and December 12, 2019, our Board of Directors
appointed the members of the Audit Committee which are Oscar Pedro
Bergotto, Liliana Luisa De Nadai and Maria Julia Bearzi, all of
them as independent members. María Julia Bearzi is the
financial expert in accordance with the relevant SEC rules. We have
a fully independent audit committee as per the standard provided in
Rule 10 (A)-3(B) (1).














Item 19. Exhibits





Documents
filed as exhibits to this Amendment No. 1:





Exhibit No.
Description of Exhibit12.1
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act 200212.2
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act 200213.1
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.13.2
Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.














SIGNATURES





The
registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F/A and that it has duly caused and
authorized the undersigned to sign this Amendment No. 1 to Annual
Report on Form 20-F on its behalf.








IRSA Inversiones y Representaciones Sociedad
AnónimaDate:
January 06, 2020
By:
/s/
Matías I. GaivironskyName
Matías I. GaivironskyTitle
Chief Financial and Administrative Officer