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Section 470: Power to remove difficulties

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Section 469 All 470 Sections of Companies Act
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Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 470

Section 470 contains the statutory 'Henry VIII clause' empowering the Central Government to issue orders to remove difficulties arising in giving effect to the provisions of the Companies Act, 2013, subject to a strict five-year sunset limit.

  • Difficulty-Removal Scope: Authorizes the Central Government to issue orders published in the Official Gazette to remove any difficulty arising in giving effect to the provisions of the Act.
  • Consistency Condition: Mandates that no order under this section can be inconsistent with the provisions of the Companies Act, 2013, preventing executive amendment of substantive legislative policy.
  • Sunset Period and Parliamentary Laying: Imposes an absolute five-year time limit from the date of commencement of the Act beyond which no removal-of-difficulties order can be made; every order must be laid before Parliament.
Key Landmark Precedents:
  • Madeva Upendra Sinai v. Union of India, (1975) 3 SCC 765: The Supreme Court held that the power to remove difficulties is strictly limited to resolving unexpected practical hitches in implementing the statutory scheme; it cannot be used to modify substantive statutory mandates.
  • Jalan Trading Co. (P) Ltd. v. Mill Mazdoor Sabha, AIR 1967 SC 691: Held that Henry VIII clauses authorizing the executive to modify the provisions of a statute exceed the limits of permissible delegated legislation unless strictly hedged with legislative guidelines.
  • Continental Construction Ltd. v. Union of India, 2003 SCC OnLine Del 361: Affirmed that difficulty-removal orders cannot be issued once the statutory sunset window has expired.
Courtroom Practice & Strategic Litigation Guidance:

If an administrative authority relies on an MCA 'Removal of Difficulties Order' issued after the expiry of the statutory five-year window (2013–2018), challenge the order as void ab initio and ultra vires Section 470(3), as the Central Government's Henry VIII jurisdiction is time-barred.

Section 469 All 470 Sections of Companies Act