MCA Clarification on transitional period for resolutions passed under the Companies Act, 1956

No.1/25/13-CL-V
Government of India
Ministry of Corporate Affairs

5th Floor,"A" Wing, Shastri Bhavan
Dr. R. P.Road New Delhi
Dated: the 23 ^th July, 2014

To
All Regional Directors
All Registrars of Companies
Subject: Clarification on transitional period for resolutions passed under the Companies Act, 1956

Sir,

It has been brought to the notice of the Government that many companies have passed resolutions during financial year 2013-14 under the relevant provisions of the Companies Act,1956 (Old Act) which are/were at different stages of implementation after comingin to force of corresponding provisions of the new Companies Act, 2013 (New Act).Ministry has received suggestions that while section 6 of the General Clauses Act,1897 protects the validity of such resolutions, it will be advisable if a suitable communication is also issued in the matter by the Ministry by way of abundant caution.

2. The matter has been examined in the light of similar issues clarified earlier. It is clarified that resolutions approved or passed by companies under relevant applicable provisions of the Old Act during the period from 1st September, 2013 to 31st March, 2014, can be implemented,   in accordance with provisions of the Old Act, notwithstanding the repeal of the relevant provision subject to the conditions (a) that the implementation of the resolution actually commenced before I" April, 2014 and (b) that this transitional arrangement will be available upto expiry of one year from the passing of  the resolution or six months from the commencement of the corresponding provision in New Act whichever is later. It is also clarified that any amendment of the resolution must be in accordance with the relevant provision of the New Act.

This issues with the approval of the competent authority.

Yours faithfully
KMS Narayanan
Assistant Director (Policy)
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