Delegation of Powers to Regional Director, Brief Analysis

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Delegation of Powers to Regional Director, Brief Analysis

Ministry of Corporate Affairs vide its Notification dated 19th December, 2016 has delegated  power and functions to the Regional Director under the some section of the Companies Act, 2013 that is;

Sr. No.
Sections
Brief Analysis
1
8(4)(i)
Previous provision: A company registered under section 8 of the Companies Act, 2013 shall not alter the provisions of its memorandum and articles except with the previous approval of the Central Government.

Now: Regional Director has power to give the approval for altering the provisions of the memorandum and articles of company registered under section 8 of the Companies Act, 2013.
2
8(6)
Revocation of licence granted under  section 8 of Companies Act, 2013

Previous provision: The CG may, by order, revoke the licence granted to a company registered under section 8 of the Companies Act, 2013 if the company contravenes any of the requirements of this section or any of the conditions subject to which a licence is issued or the affair of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to the public Interest.

Now: RD has Power to revoke the license granted to a Company registered under Section 8 of the Companies Act, 2013

3
13(4) & (5)
Sub section 4 of section 13 – The alteration of memorandum relating to the place of registered office from one state to another state shall not have any effect unless it is approved by the CG on an application INC-23.

Sub section 5 of section 13 – CG shall dispose of the application under sub section 4 within a period of 60 Days.

Now: RD has Power to give approval for alteration of Memorandum for place of registered office from one state of another state.
4
16
Rectification of name of Company

Now: RD has power to rectify the Name of the company
5
87
Rectification by CG in register of charge;
 If company or any interested person not registers the creation/modification or satisfaction of charge with registrar within stipulated time then he can file an application to CG for expansion of time.

Now:  RD has Power for Condone the Delay of Creation, Modification and Satisfaction of Charge
6
111(3)
Circulation of members Resolution:
A company shall, on requisition in writing of such number of members, as required in section 100, (1/10 of PUS or 1/10 of voting power) circulate to members any statement with respect to the matters referred to in proposed resolution or business to be dealt with at that meeting.

Now: Company shall not be bound to circulate any statement as required as above , if on the application either of the company or of any other person who claims to be aggrieved, RD has power to give order, declares that the right conferred by this section is being abused to secure needless publicity for defamatory matter
7
140(1)
Removal of Auditor:
Auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company, after obtaining the previous approval of the CG.

Now: Regional Director has power to removal of Auditor by Passing of Special Resolution
8
230(5)
Tribunal has Power to Compromise or make arrangement with creditors and members on the application of the company/creditor/member/liquidator.

Tribunal by an order to company for call a meeting for Compromise or arrangement, a notice of meeting shall be sent to all the creditors/members/debenture holders etc.

Notice of meeting along with all the necessary documents also be sent to the CG (RD has power to receive the notice of the meeting called by the tribunal for Compromise and Arrangement) /IT/RBI/SEBI/OL/CCI.
9
233(2),(3),(4),(5) & (6)
Power which had vested with the Central Government now that power has been delegated to regional director regarding merger or amalgamation of certain companies.

·         Merger or amalgamation between two or more small companies
·         Merger or amalgamation between holdings and its wholly own subsidiary company or such other class or classes of companies as may be prescribed.
10
272(3) first and second proviso
Now Regional Director has power to give sanction for Petition for winding up by the Registrar
11
348(1)
If the winding of the company is not concluded within one year after its commencement, the company liquidator shall, unless he is exempted from so doing either wholly or in part by the Central Government, within 2 months of the expiry of such year and thereafter until the winding up is concluded, at interval of not more than one year or at such shorter intervals, if any, as may be prescribed, duly audited by a person qualified to act as auditor of the company, with respect to the proceedings in and position of the liquidation.
a.       In the case of winding up by tribunal, with the tribunal
b.      Voluntary winding up, with the registrar

Now Power delegated to RD.
12
361
Summary procedure for liquidation;

Regional Director has power to order for winding up of company by Summary procedure for liquidation
13
362
Sale of assets and recovery of debts due to company

Regional Director has power make orders on the Sale of assets and recovery of debts due to company
14
364
Appeal by creditor

NOW: Any creditor aggrieved by the decision of the OL under section 363 (settlement of Claim of creditor) may file an application before the RD within 30 days of such decision

Regional Director has power to dismiss or modify the decision of the OL after calling the report from OL
15
365
Regional Director has power to Order of dissolution of company
16
399(1) clause (i) of the proviso
RD has power to give permission for inspection of documents with a prospectus
17
442
Regional Director has power to maintain Mediation and Conciliation Panel

RD office - Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong.

Disclaimer: The entire contents of above document have been prepared on the basis of Notification Dated 19th Dec, 2016.  Whereas deep care has been taken by author to ensure the correctness and completeness of the information provided.
                           This is nothing but a knowledge sharing initiative by author and author do not intend to                                accost any business or profession.

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