Chapter XXIX - Miscellaneous
Section 456
Section 456: protection of action taken in good faith
Section 456 protects action taken in good faith. No suit, prosecution or other legal proceeding lies against the Government, any officer of the Government or any other person for anything done or intended to be done in good faith under the Act, its rules or orders. The same applies to publishing any report, paper or proceedings by or under the Government’s or such officer’s authority.
On this page
Need advice on Section 456?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
No suit, prosecution or other legal proceeding shall lie against the Government or any officer of the Government or any other person in respect of anything which is in good faith done or intended to be done in pursuance of this Act or of any rules or orders made thereunder, or in respect of the publication by or under the authority of the Government or such officer, of any report, paper or proceedings.
Introduction
The protection depends on good faith. It does not cover acts done in bad faith, or acts not done in pursuance of the Act, rules or orders.
Section 456 commenced on 12 September 2013 under S.O. 2754(E). The India Code consolidated text shows no amendment, and the text matches the 2013 Gazette.
Key takeaways
Who is protected
The Government, any officer of the Government, and any other person.
What is protected
Anything done or intended to be done in good faith in pursuance of the Act or its rules or orders, and publication of reports, papers or proceedings under the Government’s or such officer’s authority.
Good faith is the condition
The bar on suits and prosecutions applies only to acts in good faith.
Scope of the protection
The section bars any suit, prosecution or other legal proceeding against the Government, any officer of the Government or any other person in respect of anything done or intended to be done in good faith in pursuance of the Act or of any rules or orders made under it. It also covers the publication, by or under the authority of the Government or such officer, of any report, paper or proceedings.
Limits
The protection is limited to good-faith action in pursuance of the Act, rules or orders. Whether an act was done in good faith is decided on the facts of each case.
Practical preparation
If you are acting under the Act, rules or an order, keep a record of the authority and the reasons for the action; for publication of reports, confirm it is by or under the authority of the Government or the officer; if you want to challenge official action, take advice on whether good faith is in issue.
Practical checklist
Do
- Record the statutory authority for actions taken under the Act.
- Keep contemporaneous notes of the reasons for decisions.
Avoid
- Do not assume the protection covers acts outside the Act, rules or orders.
- Do not rely on the section where good faith is doubtful.
Illustrative example
Hypothetical: a suit against an inspector
A company sues an inspector appointed under the Act for damages, alleging that the inspection report harmed its reputation. The inspector acted within the order of appointment.
Act
The inspection and report were done in pursuance of the Act and the appointment order.
Good faith
If the inspector acted in good faith, section 456 bars the suit.
Challenge
The company’s remedy is to contest the report’s findings in the proceedings that follow.
Outcome
- The protection applies only if good faith is established on the facts.
Glossary
- Good faith
- Honest action; the condition on which the protection in section 456 depends.
- Legal proceeding
- Any suit, prosecution or other proceeding in a court or before an authority.
Frequently asked questions
Does section 456 protect private persons?
Yes. It covers the Government, any officer of the Government and any other person, for anything done or intended to be done in good faith in pursuance of the Act, rules or orders.
Does it protect publication of inspection or investigation reports?
It covers publication of any report, paper or proceedings by or under the authority of the Government or such officer, in good faith.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026