Chapter XXIX - Miscellaneous
Section 459
Section 459: approvals subject to conditions and fees on applications
Section 459 does two things. It lets the Central Government or the Tribunal attach conditions, limitations or restrictions to any approval, sanction, consent, confirmation, recognition, direction or exemption under the Act, and rescind or withdraw it if a condition is contravened. It also requires applications to them under the Act to be accompanied by prescribed fees.
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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
(1) Where the Central Government or the Tribunal is required or authorised by any provision of this Act—(a) to accord approval, sanction, consent, confirmation or recognition to, or in relation to, any matter; or (b) to give any direction in relation to any matter; or (c) to grant any exemption in relation to any matter, then, the Central Government or the Tribunal may in the absence of anything to the contrary contained in that provision or any other provision of this Act, accord, give or grant such approval, sanction, consent, confirmation, recognition, direction or exemption, subject to such conditions, limitations or restrictions as it may think fit to impose and may, in the case of a contravention of any such condition, limitation or restriction, rescind or withdraw such approval, sanction, consent, confirmation, recognition, direction or exemption. (2) Save as otherwise provided in this Act, every application which may be, or is required to be, made to the Central Government or the Tribunal under any provision of this Act—(a) in respect of any approval, sanction, consent, confirmation or recognition to be accorded by that Government or the Tribunal to, or in relation to, any matter; or (b) in respect of any direction or exemption to be given or granted by that Government or the Tribunal in relation to any matter; or (c) in respect of any other matter, shall be accompanied by such fees as may be prescribed: Provided that different fees may be prescribed for applications in respect of different matters or in case of applications by different classes of companies.
Introduction
Sub-section (1) applies unless the provision concerned, or another provision of the Act, says otherwise. Sub-section (2) applies save as otherwise provided in the Act, and different fees may be prescribed for different matters or different classes of companies.
The section 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
Conditions may be attached
Approvals, directions and exemptions under the Act may be granted subject to conditions, limitations or restrictions.
Breach has consequences
If a condition is contravened, the approval, direction or exemption may be rescinded or withdrawn.
Fees on applications
Applications to the Central Government or the Tribunal under the Act must carry the fees prescribed.
Conditional approvals: sub-section (1)
Where the Central Government or the Tribunal is required or authorised by any provision of the Act to accord approval, sanction, consent, confirmation or recognition, to give a direction, or to grant an exemption, it may, in the absence of anything to the contrary in that or any other provision of the Act, do so subject to such conditions, limitations or restrictions as it thinks fit. In case of a contravention of any such condition, limitation or restriction, it may rescind or withdraw the approval, sanction, consent, confirmation, recognition, direction or exemption.
Fees on applications: sub-section (2)
Save as otherwise provided in the Act, every application to the Central Government or the Tribunal under any provision of the Act, whether for an approval, sanction, consent, confirmation or recognition, for a direction or exemption, or in respect of any other matter, must be accompanied by such fees as may be prescribed. The proviso allows different fees for different matters or for different classes of companies.
Practical preparation
Read every condition, limitation or restriction in an approval, direction or exemption order; diarise conditions that must be met later; keep evidence of compliance; before filing an application, check the fee currently prescribed for that matter and class of company; if a condition can no longer be met, take advice before the breach occurs.
Practical checklist
Do
- Track compliance with every condition attached to an approval or exemption.
- Check the prescribed fee before filing an application.
Avoid
- Do not treat an approval as unconditional without reading the order.
- Do not assume one fee applies to all applications or all classes of companies.
Illustrative example
Hypothetical: an exemption with conditions
A company obtains an exemption from the Central Government subject to a condition that it file a periodic statement. It stops filing the statement.
Condition
The exemption was granted subject to a condition under section 459(1).
Contravention
Failing to file the statement contravenes that condition.
Consequence
The Central Government may rescind or withdraw the exemption.
Outcome
- Compliance with the conditions keeps the exemption in place.
Glossary
- Tribunal
- The National Company Law Tribunal constituted under section 408.
- Prescribed
- Prescribed by rules made under the Act.
Frequently asked questions
Can an approval under the Companies Act be withdrawn?
Under section 459(1), if a condition, limitation or restriction attached to it is contravened, the Central Government or the Tribunal may rescind or withdraw the approval, sanction, consent, confirmation, recognition, direction or exemption.
Where are the application fees set?
Section 459(2) requires the fees “as may be prescribed”, that is, by rules under the Act. The section itself does not state amounts.
Need help applying this provision to your situation?
Contact BizeneedLast updated 12 October 2026