Section 462 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Almost every relaxation a private company enjoys comes from one source: a notification issued by the Central Government under Section 462.
Understanding how that power works explains three things people find confusing — why the exemptions are conditional, why they can vanish, and why they're read so strictly.
Two notifications, 2015 and 2017, do all the work. The 2017 one added a single sentence that governs everything: the exemptions apply only to a private company that hasn't defaulted in filing under Section 92 or Section 137. One late filing removes all of them, not just the one you were relying on.
What Section 462 actually empowers
The Central Government may, in the public interest, by notification, direct that any provision of the Act:
(a) shall not apply to a class of companies; or (b) shall apply with such exceptions, modifications and adaptations as the notification specifies.
Two different limbs, and the difference matters when you read the notification.
Limb (a) switches a section off. Sections 43, 47, 62(1)(a)(i)–(2), 67, 101–107, 109, 160, 162 and 180 are switched off for private companies this way.
Limb (b) leaves it on but rewritten. Sections 141(3)(g), 173(5), 174(3), 177, 184(2), 185, 188 and 196(4)–(5) are modified this way.
"Shall not apply" means ignore the section. "Shall apply with the modification that…" means the section still governs you — in its modified form. Don't read the second as the first.
It isn't a purely executive act
A draft of every Section 462 notification must be laid before each House of Parliament for thirty days while in session. If both Houses agree it shouldn't be issued, or should be issued only in modified form, that's what happens. And every issued notification is laid before Parliament too.
That's why exemptions arrive in batches rather than piecemeal — and why they don't change often.
The two notifications
5 June 2015 (G.S.R. 464(E)) — the original set. Sections 43, 47, 62, 67, 101–107, 109, 141(3)(g), 160, 162, 180, 184(2), 185, 188 and 196(4)–(5).
13 June 2017 (G.S.R. 583(E)) — a substantial expansion. It added:
- the Section 173(5) two-meeting relaxation for OPCs, small companies and dormant companies;
- the Section 174(3) interested-director quorum modification;
- an expanded Section 73(2) deposits relief covering start-ups and the no-associate/subsidiary category; and, critically,
- the filing-compliance condition.
Other classes — Government companies, Section 8 companies, Nidhi companies, specified IFSC companies — each have their own Section 462 notification.
The one sentence that governs everything
The 2017 notification inserted this into the 2015 one:
The exceptions, modifications and adaptations… shall be applicable to a private company which has not committed a default in filing its financial statements under section 137 or annual return under section 92 with the Registrar.
That's the most consequential sentence in the whole exemption regime. Four consequences:
The exemptions aren't permanent. They exist only while you're current on AOC-4 and MGT-7/7A.
It's all-or-nothing. One late filing removes the entire set — not the one you happened to be using.
It's tested at the moment of the transaction. A Board resolution borrowing beyond the Section 180(1)(c) limit, passed while an AOC-4 was overdue, was passed without the exemption. Section 180(5) then leaves that debt open to challenge. Section 180 →
Curing the default restores the exemptions prospectively only. It does not retrospectively validate what you did while in default.
So the operational rule is simple. Before relying on any exemption for a material transaction — a large borrowing, a loan to a director, a related-party resolution carried by the related party's own votes — check the MCA master data for your filing status. It takes two minutes, and it's the only thing between a valid corporate act and a defective one.
Why they're read strictly
Exemption provisions are construed strictly against whoever claims them. Two examples from this notification make the point.
Section 185. The exemption requires that "no other body corporate has invested any money in its share capital". Not "holds less than 10%". Not "controls". Any investment by any body corporate — including an LLP, which is a body corporate — defeats it entirely. A single share is enough. Section 185 →
Sections 101–107. These give way "if the articles of the company otherwise provide". If your articles are silent — as they are where you adopted Table F unmodified — the sections apply in full. The exemption isn't self-executing. You had to actually write something different into your articles.
Who can't claim them at all
- A private company that is a subsidiary of a public company — deemed public under the proviso to Section 2(71), so not a private company for the notification's purposes. How that happens →
- A private company in default of Section 92 or 137.
- A private company for a transaction that doesn't meet the specific conditions attached to that particular exemption — Sections 67, 73(2) and 185 each carry their own condition sets.
Key takeaways
- Treat annual filings as the price of the exemptions. They aren't housekeeping.
- Check filing status before any material act that relies on an exemption.
- Read the notification, not a summary, when a transaction turns on one.
- Don't assume your articles help. Where an exemption works only "if the articles otherwise provide", check what yours actually say.
- Watch group structure changes. Becoming a subsidiary of a public company removes the whole notification, silently and immediately.
Read next
- Exemptions and Carve-Outs for Private Companies
- Section 185: Loans to Directors
- Section 180: Restrictions on Board Powers
- Related Party Transactions under Section 188
- Converting a Private Company into a Public Company
Disclaimer: Positions stated as on 4 September 2026. Section 462 notifications are amended from time to time — read the current text before relying on any exemption.