Drafting, Pleadings and Appearances · Applications, Petitions and Appeals under Companies Act, 2013

Section 459 Companies Act 2013: Conditions of Approval and Fees

Updated 11 October 2026 · Fact-checked

Section 459 lets the Central Government or the Tribunal grant any approval, sanction, consent, confirmation, recognition, direction or exemption subject to conditions, and withdraw it if a condition is breached. It also requires every application under the Act to carry the prescribed fee, which may differ by matter or class of company.

Understand Fees on Applications and Conditions of Approval (Section 459)

Many sections of the Companies Act, 2013 say that the Central Government or the Tribunal may approve, sanction, direct or exempt. Section 459 is the general power sitting behind them. It tells you how that power can be used.

Part one: conditions. Where the Act requires or authorises the Central Government or the Tribunal to accord approval, sanction, consent, confirmation or recognition, to give a direction, or to grant an exemption, it may do so subject to such conditions, limitations or restrictions as it thinks fit. This applies only in the absence of anything to the contrary in that provision or any other provision of the Act. If a specific section already fixes the terms, that section prevails.

Part two: withdrawal. If a condition, limitation or restriction is contravened, the authority may rescind or withdraw the approval, sanction, consent, confirmation, recognition, direction or exemption. So an approval is not unconditional once given. You must comply with every term.

Part three: fees. Save as otherwise provided in the Act, every application made, or required to be made, to the Central Government or the Tribunal must be accompanied by the prescribed fees. This covers applications for approvals, for directions or exemptions, and for any other matter. The proviso allows different fees for different matters or for different classes of companies. The actual amounts are in the rules, not in the section.

For drafting, the point is practical. Your application should be filed with the correct fee, and your draft should anticipate conditions, such as undertakings, that the authority may impose.

Key rules to remember

Power to impose conditions (s. 459(1)): Approval / sanction / consent / confirmation / recognition / direction / exemption + conditions, limitations or restrictions as the authority thinks fit; Applies to the Central Government or the Tribunal, only where nothing to the contrary is in that provision or any other provision of the Act.
Power to withdraw (s. 459(1)): Contravention of a condition, limitation or restriction ⇒ authority may rescind or withdraw the approval etc.; The power is discretionary ('may'), not automatic.
Fee requirement (s. 459(2)): Every application to the Central Government or Tribunal + prescribed fees; Subject to 'save as otherwise provided in this Act'. Covers approvals, directions, exemptions and any other matter.
Differential fees (proviso to s. 459(2)): Different fees for different matters or for different classes of companies; The amounts are fixed by rules, so do not quote figures from memory.

How to solve Fees on Applications and Conditions of Approval (Section 459) questions

Use this method for any question on conditional approvals or fees on applications.

1Identify who is acting: the Central Government or the Tribunal. Section 459 covers only these two.
2Identify the act sought: approval, sanction, consent, confirmation, recognition, direction or exemption, or some other matter.
3Check whether the specific provision says anything contrary about conditions. If it does, that provision prevails.
4State that the authority may grant the relief subject to conditions, limitations or restrictions it thinks fit.
5Apply the facts: was a condition breached? If so, the authority may rescind or withdraw the relief.
6Address fees: the application must carry the prescribed fee, unless the Act provides otherwise, and fees may differ by matter or class of company.
7Conclude clearly and add the drafting point, such as paying the fee as per the rules and complying with all conditions.

Quickest way: Two-limb check: conditions and fees

When to use it: Use when a short case asks whether an approval can be conditional, withdrawn, or whether an application is valid without a fee.

Write 'Section 459(1)': conditions allowed, withdrawal on contravention, unless the Act says otherwise.
Write 'Section 459(2)': prescribed fee must accompany the application; fees may vary.
Apply one line of facts to each limb.
Close with the conclusion and one compliance point.

Common mistakes in Fees on Applications and Conditions of Approval (Section 459)

Saying the approval, once granted, cannot be taken back.
Students treat approval as final.
Fix: State that on contravention of a condition the authority may rescind or withdraw it.
Quoting exact fee amounts from memory.
Students mix the section with the fee rules.
Fix: Say the fees are 'as prescribed' and are fixed by rules. The section does not state amounts.
Applying section 459 over a specific provision that says otherwise.
Students overlook the opening words.
Fix: Always note that the power applies in the absence of anything to the contrary in that provision or any other provision.
Saying section 459 covers all authorities, such as the Registrar.
Students generalise from the word 'authority'.
Fix: Limit it to the Central Government and the Tribunal.
Saying withdrawal is automatic on breach.
Students read 'may' as 'shall'.
Fix: Use the word 'may'. The power is discretionary.
Confusing section 459 with section 468 on winding up rules.
Both sections deal with rules and applications.
Fix: Section 468 is the Central Government's rule-making power on winding up matters. Section 459 is about conditions and fees.

Worked examples

Example 1

The Tribunal grants Arvind Textiles Limited an exemption subject to the condition that it files a compliance report within 60 days. The company does not file it. Advise whether the Tribunal can take the exemption back.

Show the solution

Provision: under section 459(1), the Tribunal, when authorised to grant an exemption, may do so subject to conditions, limitations or restrictions as it thinks fit, if nothing to the contrary is in the relevant provision.
Analysis: the exemption was granted with a condition to file a report within 60 days. The company did not comply, so a condition was contravened.
Section 459(1) allows the Tribunal, in case of contravention, to rescind or withdraw the exemption.
The power is discretionary, so the Tribunal may consider the reasons for the default before acting.

Answer: Yes. The Tribunal may rescind or withdraw the exemption because the condition was contravened. The company should comply with conditions or seek relief with reasons for delay.

Example 2

Meera Pharma Private Limited files an application before the Tribunal under the Act but does not attach any fee, arguing that section 459 does not mention amounts. Is the application in order?

Show the solution

Provision: section 459(2) says that, save as otherwise provided in the Act, every application to the Central Government or the Tribunal must be accompanied by the prescribed fees.
Analysis: the section requires the fee but leaves the amount to the rules. Absence of a figure in the section is no excuse.
The proviso lets the rules prescribe different fees for different matters or classes of companies, so the company must check the rules for its matter.
No provision of the Act is shown that exempts this application from the fee.

Answer: The application is not in order. It must be accompanied by the fee prescribed under the rules for that matter and class of company.

Exam tips

Quote the key words: 'subject to such conditions, limitations or restrictions as it may think fit'.
Always mention both limbs: conditions with withdrawal, and fees.
Write 'as prescribed' for fees and avoid numbers unless the question gives them.
In case questions, follow provision, analysis of facts, conclusion, then add a drafting or compliance point.
Mention the opening qualifier: where nothing to the contrary is provided in the Act.

Practice questions from Applications, Petitions and Appeals under Companies Act, 2013

Fees on Applications and Conditions of Approval (Section 459): frequently asked questions

What does section 459 of the Companies Act, 2013 provide?

It empowers the Central Government or the Tribunal to grant approvals, directions or exemptions subject to conditions and to withdraw them if conditions are breached. It also requires applications to carry the prescribed fees.

Who can impose conditions under section 459?

Only the Central Government or the Tribunal, where the Act requires or authorises them to grant approval, sanction, consent, confirmation, recognition, direction or exemption.

Does section 459 state the NCLT fee amounts?

No. It says fees must be prescribed and may differ by matter or class of company. The amounts are in the rules, so check the current rules for the exact fee.

Can the authority withdraw an approval under section 459?

Yes, if a condition, limitation or restriction is contravened, it may rescind or withdraw the approval or other relief granted.