Clarification on Resolution passed under old Companies Act 1956

MCA has taken self initiative to clarify the doubts about the validity of the Resolution passed under the old Companies Act 1956

But this clarification has created more confusion

Government has clarified that  resolutions approved/passed by companies under the old company laws of 1956 during the  six-month period between September 1, 2013, till March 31, 2014, can be implemented as per the old Act, subject to two conditions.

First condition , the implementation of resolution actually commenced before April 1, 2014, and

second condition , this transitional arrangement would be available up to expiry of one year (from the passing of the resolution) or 6 months from the commencement of the corresponding provision in the new Companies Act of 2013, whichever is later.


60% of the new Companies Act, 2013, has been implemented since April 1, 2014.

The circular said even though the Section 6 of the General Clauses Act, 1897, protects the validity of such resolutions, the leniency has been accorded in view of the the representations made by companies.


But legal experts question the legal tenability of the circular . Can MCA bind the validity of the Resolution under old Act ?


There is a feeling that MCA has deviated from the principle of Section 6 of the General Clauses Act, 1897. Section 6 doesn’t provide for any time frame for the validity of the resolutions passed under the repealed enactment but this circular puts time limits

The circular also goes against the intention of Section 465 of the Companies Act of 2013. “Section 465 is not yet notified. This section protects the resolutions passed under the old Act. Therefore, this circular is in conflict with the spirit of Section 465 and the ministry’s power go against the Act passed by Parliament,”

Let us see if some new circular comes to clarify this point furthur