Section 461 - Annual report by Central Government
Section 461 requires the Central Government to cause a general annual report on the working and administration of the Companies Act, 2013 to be prepared. The report must be laid before each House of Parliament within one year after the close of the year to which the report relates.
Meaning and purpose of Section 461
The provision creates a statutory reporting mechanism for parliamentary oversight of the administration of company law. In practical terms, the annual report provides an official account of the working and administration of the Act for the relevant reporting year.
For the current statutory text, see the Companies Act, 2013 published by the Ministry of Corporate Affairs. The Ministry also publishes annual reports prepared in pursuance of Section 461.
Section 462 - Power to exempt class or classes of companies from provisions of the Act
Section 462 is an enabling provision that allows the Central Government, when acting in the public interest, to issue a notification concerning a specified class or classes of companies.
Section 462(1): scope of exemption power
Under sub-section (1), the notification may direct that specified provisions of the Companies Act, 2013:
- do not apply to the identified class or classes of companies; or
- apply to them subject to exceptions, modifications and adaptations stated in the notification.
Section 462(2): draft notification before Parliament
A copy of every notification proposed under sub-section (1) must be laid in draft before each House of Parliament while it is in session for a total period of thirty days. If both Houses agree to disapprove the proposed notification, it is not to be issued. If both Houses agree on a modification, it may be issued only in the modified form agreed by both Houses.
Section 462(3): calculation of the thirty-day period
When calculating the thirty-day period referred to in sub-section (2), a period during which the relevant House is prorogued or adjourned for more than four consecutive days is excluded.
Section 462(4): notification after issue
Copies of every notification issued under Section 462 must, as soon as may be after issue, be laid before each House of Parliament.
Amendment note: the parliamentary procedure in Section 462(2) was substituted by Section 23 of the Companies (Amendment) Act, 2015 with effect from 29 May 2015.
How Section 462 operates in practice
Section 462 is important because the Companies Act contains requirements that may need differentiated application to particular classes of companies. The exemption mechanism permits the Central Government to tailor the application of statutory provisions through a notification, but only within the framework of Section 462 and its parliamentary scrutiny requirements.
The Ministry of Corporate Affairs has used Section 462 for class-based exemptions, including notifications concerning Government companies, private companies, companies licensed under Section 8 and Nidhi companies. The precise benefit or modification applicable to a company must therefore be checked against the relevant notification and any later amendment to that notification.
Difference between Sections 461 and 462
Section 461 is a reporting and accountability provision: it requires the Central Government to report to Parliament on the working and administration of the Act. Section 462 is a delegated exemption power: it permits the Central Government to alter the application of provisions of the Act for specified classes of companies through notification, subject to the statutory parliamentary process.
Practical compliance note
A company should not assume that an exemption applies merely because it belongs to a broad category such as a private company or Government company. The relevant Section 462 notification, its conditions, subsequent amendments and the company's actual status should be verified before relying on an exemption.
Official legal resources
The authoritative statutory framework should be checked against the latest material published by the Ministry of Corporate Affairs and the India Code portal. Notifications and amendments can affect how particular provisions apply to particular classes of companies.
Last reviewed: 17 September 2026.