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Section 458: Refusal of registration and appeal against refusal

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
Section 457 All 470 Sections of Companies Act Section 459
Statutory Defined Terms in this Section: (Click any term for official legal definition)
Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 458

Section 458 empowers the Central Government to delegate any of its powers or functions under the Companies Act (other than the power to make rules) to designated authorities or officers, such as Regional Directors and the RoC.

  • Statutory Delegation Power: Authorizes the Central Government to issue notifications delegating specified administrative, regulatory, and approval powers under the Act.
  • Qualified Authorities and Officers: Permits delegation to Regional Directors (RD), Registrars of Companies (RoC), or other officers not below the rank of Joint Secretary.
  • Express Exclusion of Rule-Making Power: Strictly reserves the plenary legislative function of making rules under Section 469 to the Central Government, barring its delegation to administrative subordinates.
Key Landmark Precedents:
  • Barium Chemicals Ltd. v. Company Law Board, AIR 1967 SC 295: The Supreme Court held that delegated regulatory powers under the Companies Act must be exercised strictly within the limits and conditions of the statutory notification; delegates cannot sub-delegate essential statutory discretions.
  • Rohtas Industries Ltd. v. S.D. Agarwal, AIR 1969 SC 707: Affirmed that where the Central Government delegates investigative powers under company law, the delegate must form the requisite subjective opinion based on objective materials.
  • Sidhpur Mills Co. Ltd. v. G.R. Balm, AIR 1974 Guj 85: Held that an administrative authority acting pursuant to statutory delegation under company law cannot expand its mandate beyond the express terms of the delegation notification.
Courtroom Practice & Strategic Litigation Guidance:

When challenging an administrative order passed by a Regional Director or RoC (such as approval of scheme or compounding), inspect the operative Section 458 notification; if the specific statutory provision has not been explicitly delegated, the impugned order is coram non judice and ultra vires.

Section 457 All 470 Sections of Companies Act Section 459