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
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S.
No.
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Sections
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Remark
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Particular
of Section
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1.
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8(4)(i)
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Formation
of Companies with charitable objects, etc.
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Power
for alteration of memorandum of
section 8 companies in case of conversion into another kind of company
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2.
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8(6)
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Formation
of Companies with charitable objects, etc.
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Power
to revoke the license granted under section 8 in certain circumstances.
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3.
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13(4), (5)
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Registered
Office
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Shifting
of Register office of Company from One State to another.
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4.
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16
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Rectification
of Name
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Power
of Rectification of Name
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5.
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87
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Rectification
of Charge
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Condonation
of Delay of Creation, Modification and Satisfaction of Charge.
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6.
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111(3)
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Circulation
of member’s Resolution
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The
Central Government, by order, declares that the right conferred by this
section is being abused to secure needless publicity for defamatory matter.
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7.
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140(1)
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Removal
of Auditor
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Removal
of Auditor by Passing of Special Resolution
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8.
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proviso (i) to section 399(1)
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Prospectus
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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.
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9.
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153 & 154[1]
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DIN
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Allotment
of Director Identification Number
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10.
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94(5)
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Place of
keeping and inspection of registers, returns, etc.
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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.
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11.
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208
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Report on
Inspection Made
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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)
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12.
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206(5)
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Power to
call for information, inspect books and conduct inquiries
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[2]Power to appoint inspectors
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POWERS OF REGIONAL DIRECTOR UNDER COMPANIES ACT, 2013 AS
MENTIONED IN VARIOUS SECTIONS/RULES:
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Section
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Particulars
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12(5)
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Change the place of its registered office from the
jurisdiction of one Registrar to the jurisdiction of another Registrar
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352
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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.
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441
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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
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454
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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
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Rule
22(4) Chapter XI
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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
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Rule
11(2) Chapter XXIV
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Enquiry in the matter of vacation or removal of
directors on the reference made by the Registrar
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Rule
5(3)
Chapter
XXVI
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Power to give extension of time for complying with
the requirement of Rule 5(1)(a) or (d)
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Rule
6(d)
Chapter
XXVI
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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.
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Rule
10(3) Chapter XXVI
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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
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Rule
14 Chapter XXVI
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Power to permit temporary withdrawal may be
permitted with the prior approval of the Regional Director
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Rule
18 Chapter XXVI
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Power to approve higher rate of dividend as
mentioned in the rule
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Rule
23(2) Chapter XXVI
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Power to appoint a Special Officer to take over the
management of Nidhi
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REGISTRAR OF COMPANIES:
DELEGATION OF POWERS TO REGISTRAR OF COMPANIES VIDES
NOTIFICATION NO. S.O.1353(E) DATED 21.05.2014
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S. No.
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Sections
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Remark
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Particular
of Section
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1.
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4(2)
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Memorandum
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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.
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2.
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8(1)
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Formation
of Companies with charitable objects, etc.
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To
issue license to register the section 8 companies
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3.
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8(4)(i)
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Formation of Companies
with charitable objects, etc.
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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)
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4.
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8(5)
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Formation
of Companies with charitable objects, etc.
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Power
to grant the license to register section 8 companies
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5.
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13(2)
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Alteration
in Memorandum
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Any
change in the name of a company
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CENTRAL GOVERNMENT:
DELEGATION OF POWERS TO CENTRAL GOVERNMENT UNDER COMPANIES
ACT 2013:
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Section
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Particulars
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Content of the Section
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87
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Rectification by the Central Government in register of charges
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Power to Rectification by
Central Government in register of charges on
the application of the company or any person interested
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105
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Proxies
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The Central Government may prescribe a class or classes of
companies whose members shall not be entitled to appoint another person as a
proxy
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108
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Voting through electronic means
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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
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110
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Postal ballot
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The Central Government has power to prescribed the business
which can be transacted by means of postal ballot only
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111
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Circulation of members' resolution
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The Central Government, by order, may declare that the
rights conferred by this section are being abused to secure needless
publicity for defamatory matter.
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118
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Minutes of proceedings of general meeting, meeting of Board of
directors and other meeting and resolutions passed by postal ballot
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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.
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124
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Unpaid dividend account
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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.
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125
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Investor Education and Protection Fund
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The section give power to the Central Government establish a Fund to be called the Investor Education and
Protection Fund
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128
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Books of account, etc. to be kept by company
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The Central Government may direct that the books of account may
be kept for such longer period as it may deem fit.
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129
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Financial statement
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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
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130
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Re-opening of accounts on court's or Tribunal's orders
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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.
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131
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Voluntary revision of financial statements or Board’s report
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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.
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132
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Constitution of National Financial Reporting Authority
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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.
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133
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Central Government to prescribe accounting standards
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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.
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136
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Right of member to copies of audited financial statement
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The
Central Government may prescribe the manner of circulation of financial
statements of companies having such net worth and turnover as may be
prescribed
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138
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Internal Audit
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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.
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139
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Appointment of auditors
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The Central Government may prescribed the class of companies to
which the provisions of rotation of auditors shall apply.
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143
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Powers and duties of auditors and auditing standards
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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.
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147
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Punishment for contravention
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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)
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148
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Central Government to specify audit of items of cost in respect
of certain companies
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This section provides for power to Central Government to
prescribe the class of companies for maintenance of cost records and cost
audit.
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149
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Company to have Board of directors
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The Central Government may prescribe the minimum number of
independent directors in case of any class or classes of public
companies.
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150
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Manner of selection of independent directors and maintenance of
data bank of independent directors
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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,
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167
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Vacation of office of director
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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.
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168
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Resignation of director
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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.
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173
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Meetings of Board
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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.
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183
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Power of Board and other persons to make contributions to
national defence fund, etc
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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.
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196
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Appointment of managing director, whole
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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.
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197
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Overall maximum managerial remuneration and managerial
remuneration in case of absence or inadequacy of profits
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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.
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206
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Power to call for information, inspect books and conduct
inquiries
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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.
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210
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Investigation into affairs of company
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Power of the Central Government to order for the investigation
into the affairs of the company.
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211
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Establishment of Serious Fraud Investigation Office
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The Central Government has been given power to form the Serious
Fraud Investigation Office to investigate frauds relating to a company
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212
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Investigation into affairs of company by Serious Fraud
Investigation Office
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Power of the Central Government to investigate into the affairs
of a company by the Serious Fraud Investigation Office
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216
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Investigation of ownership of company
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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.
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224
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Actions to be taken in pursuance of inspector's report
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The Central Government has power to prosecute such person whose
company affairs has been investigated for the offence
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348
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Information as to pending liquidations
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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.
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Section 405
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Power of Central Government to direct companies to furnish
information or statistics
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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.
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Section 443
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Power of Central Government to appoint company prosecutors
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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.
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Section 459
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Powers of Central Government or Tribunal to accord approval, etc.,
subject to conditions and to prescribe fees on applications
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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.
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Section 460
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Condonation of delay in certain cases
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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.
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Section 461
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Annual report by the Central government
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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.
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Section 462
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Power to exempt class or classes of companies from provisions of
this Act
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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.
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Section 467
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Power of Central Government to amend Schedules
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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.
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Section 468
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Powers of Central Government to make rules relating to winding
up
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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.
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Section 469
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Power of Central Government to make rules
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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.
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Section 470
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Power to remove difficulties
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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.
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POWER DELEGATED TO TRIBUNAL (NCLT) VIDE NOTIFICATION DATED
1/6/2016
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SI.
No.
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Section
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Purpose
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1
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Sub-section
(7) of section 7 [except clause (c) and (d)]
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Legal
action for false or incorrect information at the time
of Incorporation
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2
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Second proviso to sub-section (1) f
section 14
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Conversion
of Public to Private Limited
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3
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Sub-section (2) of section 14
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Conversion
of Public to Private Limited
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4
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Sub-section (3) of section 55
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Rollover
of existing redeemable preference shares
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5
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Proviso to
Clause (b) of sub-section (1) of section 61
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Changes in
voting rights by Consolidation or sub-division
of share Capital
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6
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Sub-sections (4) to (6) of section 62
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Changes in
terms of issue of Debentures to facilitate
Conversion into equity shares
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7
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Sub-sections (9) to (11) of section 71
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Action by Debenture trustee once the
secured
Assets becomes insufficient
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8
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Section 75
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Action against Company by defrauding
Depositors
by non-payment
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9
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Section 97
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Power to
call for AGM in case of failure by the Company
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10
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Section 98
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Power to
call for meetings other than AGM
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11
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Section 99
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Punishment for failure to comply with
Tribunal
Direction regarding Meetings
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12
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Sub-section (4) of section 119
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Order for
inspection in case of failure by the Company
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13
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Section 130
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Re-opening
of Accounts by Authorities
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14
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Section 131
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Voluntary
revision of financial statements
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15
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Second
proviso to sub-section (4) and sub- section (5)
of section 140
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Removal or
change of Auditor before due Date and Suo Moto action by Tribunal for removal
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16
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Sub-section (4) of section 169
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Removal of
Directors - representation and relaxation
of provisions in certain cases
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17
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Section 213
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Investigation
into the affairs of the Company
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18
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Sub-section (2) of Section 216
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Appointment
of Inspectors
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19
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Section 218
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Protection of employees during
investigation
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20
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Section 221
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Freezing of
assets of Company on inquiry and
investigation
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21
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Section 222
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Imposition
of restrictions upon securities
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22
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Sub-sections (5) of section 224
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Action against
Company or Directors on
inspector's
report
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23
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Sections
241, 242 [except clause (b) of sub- section
(1), clause (c) & (g) of sub-section (2)], 243, 244, and 245
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Action
against Prevention and Oppression and
Mismanagement
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24
|
Reference of word 'Tribunal' in sub-
section (2)
of section 399
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Order for production of documents by
Registrar
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26
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Sub-section (1)(a) and (b) of section 434
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Transfer of
pending proceedings
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27
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Sub-section (2) of section 434
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Appeal
against Company Law Board Order
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28
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Section 441
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Compounding
of offences
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29
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Section 466
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Dissolution
of CLB and consequential
provisions
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