DELEGATION OF POWER UNDER COMPANIES ACT, 2013


Regional Director

DELEGATION OF POWERS TO REGIONAL DIRECTOR VIDES NOTIFICATION NO. S.O.1352(E) DATED 21.05.2014, S.O.1354(E) DATED 21.05.2014, S.O.891(E) DATED 31.05.2015 AND NOTIFICATION DATED 31.12.2015

S. No.
Sections
Remark
Particular of Section
1.            
8(4)(i)
Formation of Companies with charitable objects, etc.
Power for  alteration of memorandum of section 8 companies in case of conversion into another kind of company
2.            
8(6)
Formation of Companies with charitable objects, etc.
Power to revoke the license granted under section 8 in certain circumstances.
3.            
13(4), (5)
Registered Office
Shifting of Register office of Company from One State to another.
4.            
16
Rectification of Name
Power of Rectification of Name
5.            
87
Rectification of Charge
Condonation of Delay of Creation, Modification and Satisfaction of Charge.
6.            
111(3)
Circulation of member’s Resolution
The Central Government, by order, declares that the right conferred by this section is being abused to secure needless publicity for defamatory matter.
7.            
140(1)
Removal of Auditor
Removal of Auditor by Passing of Special Resolution
8.            
proviso (i) to section 399(1)
Prospectus
In relation to the documents delivered to the registrar with a prospectus only during the 14 days begin inning with the date of publication of prospectus; and at other times, only with the permission of the Regional Director.
9.            
153 & 154[1]
DIN
Allotment of Director Identification Number
10.       
94(5)
Place of keeping and inspection of registers, returns, etc.

To direct an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it.
11.       
208
Report on Inspection Made
The Registrar or inspector shall, after the inspection of the books of account or an inquiry under section 206 and other books and papers of the company under section 207, submit a report in writing to the Central Government(Regional Director)
12.       
206(5)
Power to call for information, inspect books and conduct inquiries
[2]Power to appoint inspectors


POWERS OF REGIONAL DIRECTOR UNDER COMPANIES ACT, 2013 AS MENTIONED IN VARIOUS SECTIONS/RULES:

Section
Particulars
12(5)
Change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar
352
Any person claiming to be entitled to any money paid into the Company Liquidation Dividend and Undistributed Assets Account, whether paid in pursuance of this section or under the provisions of any previous company law may apply to the Registrar for payment thereof, and the Registrar, if satisfied that the person claiming is entitled, may make the payment to that person of the sum due.

Provided that the Registrar shall settle the claim of such person within a period of sixty days from the date of receipt of such claim, failing which the Registrar shall make a report to the Regional Director giving reasons of such failure.
441
Compounding of certain offences where the maximum amount of fine which may be imposed for such offence does not exceed five lakh rupees, by the Regional Director or any officer authorized by the Central Government
454
Adjudication of penalties where any person aggrieved by an order made by the adjudicating officer may prefer an appeal to the Regional Director having jurisdiction in the matter
Rule 22(4) Chapter XI
The Central Government or Regional Director (Northern Region), Noida or any officer authorised by the Regional Director may, upon being satisfied on verification of particulars or documentary proof attached with the application received from any person, cancel or deactivate the DIN
Rule 11(2) Chapter XXIV
Enquiry in the matter of vacation or removal of directors on the reference made by the Registrar
Rule 5(3)
Chapter XXVI
Power to give extension of time for complying with the requirement of Rule 5(1)(a) or (d)
Rule 6(d)
Chapter XXVI
Power to give approval to acquire another company by purchase of securities or control the composition of the Board of Directors of any other company in any manner whatsoever or enter into any arrangement for the change of its management in case Nidhi Company.
Rule 10(3) Chapter XXVI
If a Nidhi proposes to open more than three branches within the district or any branch outside the district, it shall obtain the prior permission of the Regional Director
Rule 14 Chapter XXVI
Power to permit temporary withdrawal may be permitted with the prior approval of the Regional Director
Rule 18 Chapter XXVI
Power to approve higher rate of dividend as mentioned in the rule
Rule 23(2) Chapter XXVI
Power to appoint a Special Officer to take over the management of Nidhi

REGISTRAR OF COMPANIES:

DELEGATION OF POWERS TO REGISTRAR OF COMPANIES VIDES NOTIFICATION NO. S.O.1353(E) DATED 21.05.2014

S. No.
Sections
Remark
Particular of Section
1.       
4(2)
Memorandum
The name stated in the MOA shall not be such that its use by the Company in undesirable in the opinion of the Central Government.
2.       
8(1)
Formation of Companies with charitable objects, etc.
To issue license to register the section 8 companies
3.       
8(4)(i)
Formation of Companies with charitable objects, etc.
Section 8 company shall not Alter MOA/AOA except with the previous approval of the Central Government (except for alteration of memorandum in case of conversion into another kind of company)
4.
8(5)
Formation of Companies with charitable objects, etc.
Power to grant the license to register section 8 companies
5.
13(2)
Alteration in Memorandum
Any change in the name of a company

CENTRAL GOVERNMENT:

DELEGATION OF POWERS TO CENTRAL GOVERNMENT UNDER COMPANIES ACT 2013:

Section
Particulars
Content of the Section
87
Rectification by the Central Government in register of charges
Power to Rectification by Central Government in register of charges on the application of the company or any person interested
105
Proxies
The Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy
108
Voting through electronic means
The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means
110
Postal ballot
The Central Government has power to prescribed the business which can be transacted by means of postal ballot only
111
Circulation of members' resolution
The Central Government, by order, may declare that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.
118
Minutes of proceedings of general meeting, meeting of Board of directors and other meeting and resolutions passed by postal ballot
This section gives power of the Central Government to approve the secretarial standards with respect to general and Board meetings as specified by the Institute of Company Secretaries of India.
124
Unpaid dividend account
The company is required to prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the web-site of the company, if any, and also on any other web-site approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed.
125
Investor Education and Protection Fund
The section give power to the Central Government establish a Fund to be called the Investor Education and Protection Fund
128
Books of account, etc. to be kept by company
The Central Government may direct that the books of account may be kept for such longer period as it may deem fit.
129
Financial statement
The Central Government may provide for the consolidation of accounts of companies in such manner as may be prescribed.
The Central Government may, on its own or on an application by a class or classes of companies, by notification, exempt any class or classes of companies from complying with any of the requirements of this section or the rules made thereunder, if it is considered necessary to grant such exemption in the public interest and any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification
130
Re-opening of accounts on court's or Tribunal's orders
The court or the Tribunal, as the case may be, shall give notice to the Central Government shall also take into consideration the representations, if any, made by that Government or the authorities before passing any order under this section.
131
Voluntary revision of financial statements or Board’s report
The court or the Tribunal, as the case may be, shall give notice to the Central Government shall also take into consideration the representations, if any, made by that Government or the authorities before passing any order under this section.
132
Constitution of National Financial Reporting Authority
The Central Government may, by notification, constitute a National Financial Reporting Authority to provide for matters relating to accounting and auditing standards under this Act.
133
Central Government to prescribe accounting standards
The Central Government may prescribe the accounting standards as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949, in consultation with and after examination of the recommendations made by the National Financial Reporting Authority.
136
Right of member to copies of audited financial statement
The Central Government may prescribe the manner of circulation of financial statements of companies having such net worth and turnover as may be prescribed
138
Internal Audit
The Central Government may, by rules, prescribe the manner and the intervals in which the internal audit shall be conducted and reported to the Board.
139
Appointment of auditors
The Central Government may prescribed the class of companies to which the provisions of rotation of auditors shall apply.
143
Powers and duties of auditors and auditing standards
The Central Government may prescribe the auditing standards as per the recommendation of the Institute of Chartered Accountants of India, in consultation with and after examination of the recommendations made by the National Financial Reporting Authority.
The Central Government may, in consultation with the National Financial Reporting Authority, by general or special order, direct, in respect of such class or description of companies, as may be specified in the order, that the auditor's report shall also include a statement on such matters as may be specified therein.
147
Punishment for contravention
The Central Government shall, by notification, specify any statutory body or authority or an officer for ensuring prompt payment of damages in case where an auditor has been convicted under section 147(2)
148
Central Government to specify audit of items of cost in respect of certain companies
This section provides for power to Central Government to prescribe the class of companies for maintenance of cost records and cost audit.
149
Company to have Board of directors
The Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies. 
150
Manner of selection of independent directors and maintenance of data bank of independent directors
An independent director may be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any body, institute or association, as may by notified by the Central Government,
167
Vacation of office of director
Where all the directors of a company vacate their offices under any of the disqualifications specified in section 167(1), the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in the general meeting. 
168
Resignation of director
Where all the directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of directors who shall hold office till the directors are appointed by the company in general meeting.
173
Meetings of Board
The Central Government may, by notification, direct that the provisions of this sub-section shall not apply in relation to any class or description of companies or shall apply subject to such exceptions, modifications or conditions as may be specified in the notification the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means.
183
Power of Board and other persons to make contributions to national defence fund, etc
The Board of Directors of any company or any person or authority excersing the powers of board of directors shall contribute such amount as it thinks fit to the National Defence Fund or any other Fund approved by the Central Government for the purpose of national defence.
196
Appointment of managing director, whole
In case any managerial personnel is to be appointed which is not in terms of schedule V of the Act, the Central Government approval is required to be taken.
197
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
1.      Power to approve the payment of remuneration exceeding eleven per cent of the net profits of the company, subject to the provisions of Schedule V.
2.      Power to approve the payment of remuneration which is not as per the requirement of schedule V.
3.      Power to waive the recovery of the excess remuneration.
206
Power to call for information, inspect books and conduct inquiries
The Central Government may, if it is satisfied that circumstances so warrant, direct the Registrar or an inspector appointed by it for the purpose to carry out the inquiry.
The Central Government may, if it is satisfied that circumstances so warrant, direct inspection of books and papers of a company by an inspector appointed by it for the purpose.
The Central Government may, having regard to the circumstances by general or special order, authorise any statutory authority to carry out the inspection of books of account of a company or class of companies.
210
Investigation into affairs of company
Power of the Central Government to order for the investigation into the affairs of the company.
211
Establishment of Serious Fraud Investigation Office
The Central Government has been given power to form the Serious Fraud Investigation Office to investigate frauds relating to a company
212
Investigation into affairs of company by Serious Fraud Investigation Office
Power of the Central Government to investigate into the affairs of a company by the Serious Fraud Investigation Office
216
Investigation of ownership of company
The power of the Central Government to appoint one or more inspectors to investigate and report on matters relating to company and its membership for the purpose of determining the true persons.
(a)  who are or have been financially interested in the success or failure, whether real or apparent, of the company
(b)  who are or have been able to control or to materially influence the policy of the company.
224
Actions to be taken in pursuance of inspector's report
The Central Government has power to prosecute such person whose company affairs has been investigated for the offence
348
Information as to pending liquidations
Where a statement relates to a Government company in liquidation, the Company Liquidator shall forward a copy thereof.
(a) to the Central Government, if that Government is a member of the Government company.
(b) to any State Government, if that Government is a member of the Government company.
(c) to the Central Government and any State Government, if both the Governments are members of the Government company.
Section 405
Power of Central Government to direct companies to furnish information or statistics
Any company or any class of companies generally has to furnish such information or statistics with regard to their constitution or working which is to be published in the official Gazette. Date of publication of order in the official Gazette is deemed to be the date of order. Central Government may by order require such companies to produce such records or documents or allow inspection or to furnish further information.
Section 443
Power of Central Government to appoint company prosecutors
Central Government may appoint one or more persons as company prosecutors. He may be appointed generally or for any case or for specified class of cases. He shall be appointed to conduct prosecution arising out of the act.
Section 459
Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
Central Government or Tribunal may impose conditions or restrictions as it may think fit or may rescind or withdraw such approval, sanction etc. if any such condition or restriction is contravened in cases where these authorities grant any approval, sanction, consent, confirmation, recognition or give any direction or exemption in relation to any matter.
Section 460
Condonation of delay in certain cases
Central Government has power to condone delay in making any application to Central Government or has power to condone delay in filing any document with the Registrar. Central Government shall record reasons for granting condonation of delay.
Section 461
Annual report by the Central government
Central Government shall cause to be prepared an annual report on the working and administration of this act. The annual report shall be laid before each house of Parliament within 1 year of the close of the year to which the report relates.
Section 462
Power to exempt class or classes of companies from provisions of this Act
Central Government may in public interest give exemptions to any class or classes of companies. The notification may provide that any of the provisions of the act shall not apply or shall apply with certain exceptions, modifications and adaptations. Exemption shall be given by issue of a notification in the official Gazette. A copy of proposed notification shall be laid in draft before each house of parliament. If both the houses disapprove the issue of the notification, then it will not be issued. If both the houses agree in making any modification in the notification, then it shall be issued only in such modified form.
Section 467
Power of Central Government to amend Schedules
Central Government may alter any of the regulations, rules, Tables, forms and other provisions contained in any of the Schedules to this Act. Central Government may exercise such power by notification. The alteration shall have the same effect as if it had been enacted in this act and shall come in force on the date of the notification, unless the notification otherwise directs. After an alteration is made, it shall be laid before each house of Parliament. If both the houses agree that the alteration should not be made then alteration will be of no effect. If both the houses agree in making any modification in the alteration, then it shall have effect only in such modified form. Any such annulment or modification shall be without prejudice to the validity of anything previously done in pursuance of that alteration. No alteration in Table F of Schedule I shall apply to any company registered before the date of such alteration.
Section 468
Powers of Central Government to make rules relating to winding up
Central Government shall make rules for all matters relating to the winding up of Companies. The rules shall be consistent with the Code of Civil Procedure, 1908.
Section 469
Power of Central Government to make rules
Central Government may make rules for all or any of the matters which by Act are required to be prescribed by way of notification for carrying out provisions of the Act. Every rule shall be laid before each house of Parliament. If both the houses agree that the rule should not be made then rules shall be of no effect. If both the houses agree in making any modification in the rules then they shall have effect in such modified form. Any such annulment or modification shall be without prejudice to the validity of anything previously done in pursuance of rules.
Section 470
Power to remove difficulties
If any difficulty arises in giving effect to the provisions of Act, CG may publish an order in the Official Gazette. The order shall not be inconsistent with the provisions of Act. No order shall be made after the expiry of a period of 5 years from the date of commencement of the Act. Every order shall be laid before each house of the Parliament.

TRIBUNAL (NCLT):

POWER DELEGATED TO TRIBUNAL (NCLT) VIDE NOTIFICATION DATED 1/6/2016

SI. No.
Section
Purpose
1
Sub-section (7) of section 7 [except clause (c) and (d)]
Legal action for false or incorrect information at the time of Incorporation
2
Second     proviso to   sub-section (1) f
section 14
Conversion of Public to Private Limited
3
Sub-section (2) of section 14
Conversion of Public to Private Limited
4
Sub-section (3) of section 55
Rollover of existing redeemable preference shares
5
Proviso to Clause (b) of sub-section (1) of section 61
Changes in voting rights by Consolidation or sub-division of share Capital
6
Sub-sections (4) to (6) of section 62
Changes in terms of issue of Debentures to facilitate Conversion into equity shares
7
Sub-sections (9) to (11) of section 71
Action  by       Debenture trustee  once  the
secured Assets becomes insufficient
8
Section 75
Action   against     Company  by              defrauding
Depositors by non-payment
9
Section 97
Power to call for AGM in case of failure by the Company
10
Section 98
Power to call for meetings other than AGM
11
Section 99
Punishment  for  failure  to   comply   with
Tribunal Direction regarding Meetings
12
Sub-section (4) of section 119
Order for inspection in case of failure by the Company
13
Section 130
Re-opening of Accounts by Authorities
14
Section 131
Voluntary revision of financial statements
15
Second proviso to sub-section (4) and sub- section (5) of section 140
Removal or change of Auditor before due Date and Suo Moto action by Tribunal for removal
16
Sub-section (4) of section 169
Removal of Directors - representation and relaxation of provisions in certain cases
17
Section 213
Investigation into the affairs of the Company
18
Sub-section (2) of Section 216
Appointment of Inspectors
19
Section 218
Protection      of        employees     during
investigation
20
Section 221
Freezing of assets of Company on inquiry and investigation
21
Section 222
Imposition of restrictions upon securities
22
Sub-sections (5) of section 224
Action  against Company or Directors on
inspector's report
23
Sections 241, 242 [except clause (b) of sub- section (1), clause (c) & (g) of sub-section (2)], 243, 244, and 245
Action against Prevention and Oppression and Mismanagement
24
Reference  of       word  'Tribunal' in                   sub-
section (2) of section 399
Order  for  production of   documents by
Registrar
26
Sub-section (1)(a) and (b) of section 434
Transfer of pending proceedings
27
Sub-section (2) of section 434
Appeal against Company Law Board Order
28
Section 441
Compounding of offences
29

Section 466
Dissolution of CLB and consequential
provisions




[1] Power delegated to RD, Noida
[2] Vide Notification No. S.O. 1626(E) dated 29th April, 2016

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