ceneral Ctrcular No. 32l2O14
                                 No.1/25l 13-CL-V
                               Government of lndia
                            Ministry of Corporate Affairs

                                              sth Floor, A Wing, Shastri Bhavan,
                                                        Dr R.P. Road, New Delhi.

                                                        Dated: - 23td July, 2014

    To

    All Regional Directors,
    All Registrars of Companies,
    A11 Stakeholders.



    Subject: clarilication on transitional period for resolutlons passed
             Under the Companies Act, 1956.


    Sir,

           It   has been brought to the notice ol the Government that many
    companies have passed resolutions during financial year 2ol3-14 under the

    relevant provisions of the Companies Act, 1956 (Old Act) which are/were at

    different stages of implementation after coming into force of corresponding

    provisions of the new Compalies 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.









                                                              Page no. 2, contd.,
                                         -2-



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
1"t September, 2O13 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 (al that the implementation of
the resolution actually commenced before 1"t April, 2014 and lbf that this
transitional arrangment 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 clarilied 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




                                                                     23347263


Copy to:-

1. e-Governance Section and web contents Officer to place this circular on
the Ministry website
2. Guard File