Section 462: Power to exempt class or classes of companies from provisions of this Act

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Statutory Defined Terms in this Section: (Click any term for official legal definition)

Legal Commentary & Landmark Judgments: Section 462

Section 462 empowers the Central Government, in the public interest, to issue notifications exempting any class or classes of companies (including private, Section 8, government, and IFSC companies) from specified provisions of the Act.

  • Public Interest Justification: Empowers the Central Government to grant exemptions, modifications, or exceptions by notification, conditioned strictly upon the promotion of public interest.
  • Class-Based Corporate Exemptions: Allows differentiated compliance frameworks for private companies, Section 8 non-profits, government companies, and IFSC offshore entities.
  • Parliamentary Affirmative Procedure: Mandates that every draft notification proposed under this section must be laid before both Houses of Parliament for thirty days and approved with or without modification.
Key Landmark Precedents:
  • Tata Consultancy Services Ltd. v. Cyrus Investments Pvt. Ltd., (2021) 9 SCC 449: Analyzed the 2015 private company exemption notifications issued under Section 462, confirming that private companies are relieved from several onerous governance restrictions applicable to public companies.
  • Federation of Indian Mineral Industries v. Union of India, (2017) 16 SCC 186: Affirmed that conditional exemption powers conferred on the executive under parent statutes are valid instances of subordinate legislation provided they advance legislative policy.
  • State of Rajasthan v. Basant Nahata, (2005) 12 SCC 77: Held that the power of exemption must be guided by clear statutory policy and cannot be exercised arbitrarily to create hostile discrimination.
Courtroom Practice & Strategic Litigation Guidance:

When assessing compliance for private companies or IFSC entities, always consult the operative Section 462 notifications (e.g. Notification GSR 464(E) for private companies); exemptions regarding related party transactions, general meeting notices, and board powers override general provisions.