MISCELLANEOUS POWERS AND PROVISIONS


In this Post we will discuss provision of Section 456 – 470 of the Companies Act, 2013.

PROTECTION OF ACTION TAKEN AGAINST GOOD FAITH (SECTION 456):

No suit, prosecution or other legal proceeding shall lie against the Government or any officer of the Government or any other person:

(a)  in respect of anything which is in good faith done or intended to be done in pursuance of this Act or of any rules or orders made thereunder, or

(b) in respect of the publication by or under the authority of the Government or such officer, of any report, paper or proceedings.

NON – DISCLOSURE OF INFORMATION (SECTION 457):

The Registrar, any officer of the Government or any other person shall not be compelled to disclose to any court, Tribunal or other authority, the source of any information, which –

(a)  has let the Government to order an investigation under section 210; or

(b) is or has been material or relevant in connection with such investigation.

DELEGATION OF POWER (SECTION 458):

The Central Government may by notification and subject to such conditions limitation and restrictions specified therein, delegate any of its powers or functions under this Act to an authority or officer. The Government shall not delegate power to make rules. The copy of every notification issues under this section shall be laid before each House of Parliament.

POWER OF CENTRAL GOVERNMENT OR TRIBUNAL TO ACCORD APPROVAL ETC (SECTION 459):

Where the Central Government or the Tribunal is required or authorised by any provision of this Act—

(c)  to accord approval, sanction, consent, confirmation or recognition to, or in relation to, any matter; or

(d)  to give any direction in relation to any matter; or

(e)  to grant any exemption in relation to any matter,

then, the Central Government or the Tribunal may in the absence of anything to the contrary contained in that provision or any other provision of this Act, accord, give or grant such approval, sanction, consent, confirmation, recognition, direction or exemption, subject to such conditions, limitations or restrictions as it may think fit to impose. In the case of a contravention of any such condition, limitation or restriction, the Government or Tribunal may rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption.

An application shall be accompanied by prescribed fees.

CONDONATION OF DELAY (SECTION 460):

Where;

(c)  any application is required to be made to the Central Government; or

(d)  any document is required to be filed before the Registrar;

is not filed within specified time, the Central Government may for reason recorded in writing, condone the delay.

ANNUAL REPORT BY CENTRAL GOVERNMENT (SECTION 461):

The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before each House of Parliament within one year of the close of the year to which the report relates.

POWER TO EXEMPT (SECTION 462):

The Central Government may in public interest by notification direct that any provision of the Act shall not apply or shall apply with exemptions, modifications and adaptations as specified in the Notification to certain companies or classes of companies.

The copy of every notification issues under this section shall be laid before each House of Parliament for a period of thirty days in session. Both Houses may disapprove the notification or modify it within this period.

POWER OF COURT TO GRANT RELIEF (SECTION 463):

If in any civil proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the court hearing the case that he is or may be liable in respect of the negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and reasonably, and fairly ought to be excused, the court may relieve him, either wholly or partly, from his liability on such term, as it may think fit.

An officer may apply preventative relief to the High Court.

Before granting such relief, the court shall by notice require the Registrar and such other person as it think fit, to show cause why such relief should not be granted.

PROHIBITION OF ASSOCIATION OR PARTNERSHIP EXCEEDING CERTAIN NUMBER (SECTION 464):

No Association or Partnership shall be formed for the purpose of carrying on any business for gain unless it is registered as a company under the act when numbers of its members exceed the prescribed numbers. The number prescribed shall not exceed one hundred.

The section is not applicable to (a) Hindu undivided family business; or (b) association or partnership governed by special Acts.

Every member of an association or partnership carrying on business in contravention shall be punishable with fine which may extend to one lakh rupees and shall also be personally liable for all liabilities incurred in such business.

POWER OF CENTRAL GOVERNMENT TO AMEND SCHEDULE (SECTION 467):

The Central Government may, by notification, alter any of the regulations, rules, Tables, forms and other provisions contained in any of the Schedules to this Act. Such Alternation shall come into force on the date of Notification unless the notification otherwise directs. However, any alteration in Table F of Schedule I shall not apply to any company registered before the date of alteration.

The copy of every notification issues under this section shall be laid before each House of Parliament for a period of thirty days in session. Both Houses may disapprove the notification or modify it within this period.

POWER OF CENTRAL GOVERNMENT TO MAKE RULES RELATING TO WINDING UP (SECTION 468):

The Central Government shall make rules consistent with the Code of Civil Procedure for all matters relating to the winding up of companies; including all or any of the following matters –

(i) as to the mode of proceedings to be held for winding up of a company by the Tribunal;

(ii) for the voluntary winding up of companies, whether by members or by creditors;

(iii) for the holding of meetings of creditors and members in connection with proceedings under section 230;

(iv) for giving effect to the provisions of this Act as to the reduction of the capital;

(v) generally for all applications to be made to the Tribunal under the provisions of this Act;

(vi) the holding and conducting of meetings to ascertain the wishes of creditors and contributories;

(vii) the settling of lists of contributories and the rectifying of the register of members where required, and collecting and applying the assets;

(viii) the payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;

(ix) the making of calls; and

(x) the fixing of a time within which debts and claims shall be proved.

POWER OF CENTRAL GOVERNMENT TO MAKE RULES (SECTION 469):

The Central Government may by notification may rules for carrying out the provisions of this Act. Any rule may provide that a contravention thereof shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues.

The copy of every notification issues under this section shall be laid before each House of Parliament for a period of thirty days in session. Both Houses may disapprove the notification or modify it within this period.

POWER TO REMOVE DIFFICULTIES (SECTION 470):

If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act, as appear to it to be necessary or expedient for removing the difficulty. Every order made under this section shall, as soon as may be after it is made, be laid before each House of Parliament.

However, the Government has this power from the expiry of a period of five years from the date of commencement of Section 1 of this Act. The Section was notified on 29th August 2013, hence this power come to end on 28th August 2018.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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