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Discussion > Corporate Law > MCA >

Clarification on notification under new companies act, 2013

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Company Secretary

[ Scorecard : 73057]
Posted On 14 September 2013 at 15:53 Report Abuse

 

MCA ISSUES CLARIFICATION WITH RESPECT TO IMPLEMENTATION OF COMPANIES ACT 2013

In follow-up to its notification dated 12th September 2013 where by 98 sections of the Companies Act 2013 has been notified with immediate effect, the Ministry of Corporate Affairs has come out with clarification (by way of circular no 15/2013 dated 13th September 2013) relating to the implementation of certain provisions in view of certain queries received from various stakeholders

It is clarified that

a.     Section 2 (68)- Private Company :- Registrar of Companies may register those Memorandum and Articles of Association received till 11.9.2013 as per the definition clause of the 'private company' under the Companies Act 1956 without referring to the definition of 'private company' under the "said Act".

b.     Section 102- Statement to be annexed to Notice :- All companies which have issued notices of general meeting on or after 12.9.2013, the statement to be annexed to the notice shall comply with additional requirements as prescribed in section 102 of the "said Act".

c.     Section 133- Financial Statement, Board Report, etc :- Till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply.

d.     Section 180-Restrictions on powers of Board :- In respect of requirements of special resolution under Section 180 of the "said Act" as against ordinary resolution required by the Companies Act 1956, if notice for any such general meeting was issued prior to 12.9.2013, then such resolution may be passed in accordance with the requirement of the Companies Act 1956.

Please take note that section 180 of Companies Act 2013 relates to section 293 of the Companies Act 1956

 

Please also take note that there is general confusion among the stakeholders that on the implementation of the notified provisions of the Companies Act 2013, is there any need to repeal the corresponding provisions of the Companies Act 1956. In the said respect, please take note that section 8 of General Clauses Act 1987 (“This Act”) provides that "Where any (Central Act) or regulation made after the commencement of this Act, repeals and re-enacts, with or without notification, any provision of a former enactment, then references in any other enactment or in any instrument to the provision so repealed shall, unless a different intention appears, be construed as references to the provision so re-enacted". Therefore it can be referred that notification of new sections of Companies Act 2013 automatically repeals their corresponding counterpart under the Companies Act 1956 and there is no need for a separate notification to that effect.

This is our independent interpretation of the current situation and is not part of the circular as referred aforesaid issued by Ministry of Corporate Affairs

 

Please find the Notification:

 



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