Section 458 of Companies Act, 2013 – Delegation by Central Government of its powers and functions

SECTION 458. DELEGATION BY CENTRAL GOVERNMENT OF ITS
POWERS AND FUNCTIONS

[Effective from 12th September, 2013]

(1) The Central Government may, by notification, and subject to such conditions, limitations and restrictions as may be specified therein, delegate any of its powers or functions under this Act other than the power to make rules to such authority or officer as may be specified in the notification:

[***] [1] 

(2) A copy of every notification issued under sub-section (1) shall, as soon as may be after it is issued, be laid before each House of Parliament.

Applicable Notifications

Delegation of Powers under Section 458 to the RD

Notification No. S.O.1352(E) dated 21^st May, 2014

S.O. 1352(E).- In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013), and in supersession of the notification of the Government of India, Ministry of Corporate Affairs, dated the 10th July, 2012, published in the Gazette of India, Extraordinary, Part II, Section 3, sub-section (ii) vide number 5.0. 1539 (E), dated the 10th July, 2012, in so far as it relates to items (a) to (f) and item (n), except as respects things done or omitted to be done before such supersession, the Central Government hereby delegates to the Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and Shillong, the power and functions vested in it under the following sections of the said Act, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sections, if in its opinion such a course of action is necessary in the public interest, namely :- (a) clause (i) of sub-section (4) of section 8 (for alteration of memorandum in case of conversion into another kind of company); (b) sub-section (6) of section 8; (c) sub-sections (4) and (5) of section 13; (d) section 16; (e) section 87; (f) sub-section (3) of section 111; (g) sub-section (1) of section 140; and (h) proviso (i) to sub-section (1) of section 399.

2. This notification shall come into force with effect from the date of its publication in the Official Gazette.

Delegation of Powers under Section 458 to the ROC’s

Notification No. S.O.1353(E) dated 21^st May, 2014

S.O. 1353 (E).- In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013), and in supersession of the notification of the Government of India, Ministry of Corporate Affairs, dated the 10th July, 2012, published in the Gazette of India, Extraordinary, Part-II, section 3, sub-section (ii) vide number S.O. 1538 (E), dated the 10th July, 2012, in so far as it relates to items (a) to (b) and items (d) to (e), except as respects things done or omitted to be done before such supersession, the Central Government hereby delegates to the Registrar of Companies, the power and functions vested in it under the following sections of the said Act, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers and functions under the said sections, if in its opinion, such a course of action is necessary in the public interest, namely: – (a) sub-section (2) of section 4; (b) sub-section (1) of section 8; (c) clause (i) of sub-section (4) of section 8, except for alteration of memorandum in case of conversion into another kind of company; (d) sub-section (5) of section 8; and (e) sub-section (2) of section 13.

2. This notification shall come into force from the date of its publication in the Official Gazette.

Delegation of powers to RDs u/s 94(5) read with section 458 of CA, 2013

Notification No. S.O.891(E) dated 31^st March, 2015

S.O. 891(E). In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013), the Central Government hereby delegates to the Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and Shillong, the powers and functions vested in it under sub-section (5) of section 94 of the Companies Act, 2013, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sub-section, if in its opinion such a course of action is necessary in the public interest.

2. This notification shall come into force with effect from the date of its publication in the Official Gazette.

 

Delegation of powers to RDs u/s 208 read with section 458 of CA, 2013

Notification No. S.O.3557(E) dated 31-12-2015

S.O. 3557(E). In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013) the Central Government hereby delegates to the Regional Directors at Mumbai, Kolkata, Chennai, Delhi, Ahmedabad, Hyderabad and Shillong, the power vested in it under section 208 of the said Act for receiving the report from the Registrar (having jurisdiction over the place of registered office of the company concerned) or from the Inspector where such report recommends action for violation of offences under the said Act for which imprisonment of less than two years is provided, (except for violation of offences under Chapter III, IV section 127,177 and 178 for which the report shall be received by the Central Government), subject to the conditions, namely:-

2. On receipt of the report referred to in paragraph 1, the Regional Director –

(a) shall examine the report and obtain legal advice, if required;

(b) shall direct initiation of prosecution if he agrees with the recommendation of the Registrar or inspector to initiate prosecution against the company, officers or employees, present or past of the company, or any other person connected with the affairs of the company; and

(c) shall inform the Central Govemment (along with reasons for non-acceptance of recommendation of Registrar or inspector, wherever he disagrees) about the action taken on the report submitted by Registrar or Inspector.

3. The Regional Director shall, on receipt of the report, where such report recommends action for violation of offences other than those specified in paragraph 1, examine the same, obtain legal advice, if required, and submit it to the Central Government seeking initiation of prosecution.

Delegation of Powers under Section 458 to the RD

Notification No. S.O.2938(E) dated 6^th September,2017

S.O. 2938(E).—In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013), the Central Government hereby delegates to the Regional Directors at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong, the powers and functions vested in it under sub-section (2) of section 66 of the said Act, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sub-section, if in its opinion such a course of action is necessary in the public interest.

[1] Omitted by the Companies (Amendment) Act 2017 vide Notification No. File No. 1/1/2018-CL.I dated 9th February, 2018.Prior to omission it read as under:

“Provided that the powers to enforce the provisions contained in section 194 and section 195 relating to forward dealing and insider trading shall be delegated to Securities and Exchange Board for listed companies or the companies which intend to get their securities listed and in such case, any officer authorised by the Securities and Exchange Board shall have the power to file a complaint in the court of competent jurisdiction.”