Sections 459 and 460 of the Companies Act, 2013: Approval Powers, Application Fees and Condonation of Delay
Sections 459 and 460 form part of Chapter XXIX of the Companies Act, 2013. Section 459 deals with the power of the Central Government or the Tribunal to attach conditions to statutory approvals, directions or exemptions and with prescribed fees for applications. Section 460 enables the Central Government, for recorded reasons, to condone delay in specified applications and filings.
- Section 459: permits conditional approval, sanction, consent, confirmation, recognition, direction or exemption where the Act authorises the Central Government or Tribunal to act.
- Application fees: applications under the Act are to carry the prescribed fee unless the Act otherwise provides.
- Section 460: gives the Central Government power to condone specified delays, with reasons recorded in writing.
Section 459 - Powers of Central Government or Tribunal to accord approval subject to conditions and prescribe fees
Section 459 is an enabling provision. Where another provision of the Companies Act, 2013 requires or authorises the Central Government or the Tribunal to grant an approval or similar relief, give a direction, or grant an exemption, Section 459 permits that authority, unless the Act provides otherwise, to impose appropriate conditions, limitations or restrictions.
Section 459(1): conditional statutory approvals and directions
Where the Central Government or the Tribunal is required or authorised by the Act to accord an approval, sanction, consent, confirmation or recognition, give a direction, or grant an exemption, it may make that action subject to conditions, limitations or restrictions where the relevant statutory provision does not provide to the contrary.
If an imposed condition, limitation or restriction is contravened, the approval, sanction, consent, confirmation, recognition, direction or exemption may be rescinded or withdrawn.
Section 459(2): prescribed fees on applications
Unless the Companies Act otherwise provides, an application made to the Central Government or the Tribunal under the Act in relation to an approval, sanction, consent, confirmation, recognition, direction, exemption or other matter must be accompanied by the prescribed fee. Different fees may be prescribed for different matters or different classes of companies.
Section 460 - Condonation of delay in certain cases
Section 460 begins with a non-obstante clause and gives the Central Government a specific statutory power to condone delay. The power is discretionary, and the reasons for condonation must be recorded in writing.
Section 460(a): delay in an application to the Central Government
Where an application required under the Companies Act to be made to the Central Government has not been made within the time specified by the applicable provision, the Central Government may condone the delay for reasons recorded in writing.
Section 460(b): delay in filing a document with the Registrar
Where a document required by the Companies Act to be filed with the Registrar has not been filed within the specified time, the Central Government may condone the delay for reasons recorded in writing.
Meaning and practical effect
Section 459 does not itself create a stand-alone approval or exemption. It supplements powers conferred elsewhere in the Act by allowing the competent authority to impose conditions and, where those conditions are breached, to withdraw the benefit. Its fee provision also supports the prescribed fee framework applicable to statutory applications.
Section 460 is likewise procedural and remedial. It does not automatically excuse a late application or filing. A person seeking condonation must rely on the statutory mechanism applicable to the matter, and the Central Government must exercise the power by recording reasons in writing.
Applicable rules and official resources
The Companies (Miscellaneous) Rules, 2014 were made, among other provisions, under Section 459(2). They define "fees" by reference to fees prescribed under the Companies (Registration Offices and Fees) Rules, 2014. For current forms, filing services, notifications and applicable fees, users should verify the latest requirements on the official Ministry of Corporate Affairs portal.
Official references
India Code - Central Acts and statutory text
Ministry of Corporate Affairs - official portal