SIKKIM COMPANIES

HOW EXISTING SIKKIM COMPANIES WILL BE AFFECTED BY THE COMPANIES BILL 2012

Privileges and exemptions enjoyed by companies registered under old law will continue

source:sikkimnow
GANGTOK, 02 Dec: The Companies Bill 2012 has worked up certain sections of the society here in Sikkim as it seeks to repeal an old law of the state. The Bill was introduced in Parliament on 18 December, passed the same day in the Lok Sabha and is expected to be passed in the Rajya Sabha in the upcoming session of Parliament. Chapter 29, Section 465 (1) clearly states that “The Companies Act, 1956 and the Registration of Companies (Sikkim) Act, 1961 shall stand repealed.”
That said, companies already registered and operating under the old law [of 1961] will continue to be valid and deemed registered. The Bill also provides, in section 465, that offices already existing for registration of companies shall continue under provisions of the new Act as far as the Act to be repealed is concerned. Clause 2 (g) of Section 465 further states that “the incorporation of companies registered under the repealed enactments (Sikkim Companies Act, 1961) shall continue to be valid…”
While earlier the Sikkim Companies Act of 1961 was only for Sikkim-based companies, an amendment was brought about in the Act in the year 2007. By this amendment, any company registered under the Companies Act, 1956 had to also apply for enlistment under the Registration of Companies Act, Sikkim 1961. In other words, companies from outside the State seeking to open a branch here but already registered in their respective headquarters had to seek registration again here. However for all purposes such companies continued to be governed under the central Act of 1956 and the enlistment under the state Act was only for the purpose of maintaining records of outside companies operating in Sikkim.
However as far as the repealing of the Sikkim Registration of Companies Act, 1961 is concerned, the new Bill provides that “…anything done or action taken including rule, notification, inspection, order or notice made or issued or any appointment or declaration made or any operation undertaken on any direction given or any proceeding taken… in so far as it is not inconsistent with the provisions of this Act be deemed to have been done or taken under the corresponding provisions of this Act”. In other words not only will the companies already registered under the old Act continue to be deemed registered under the new Act any action taken or directions issued under the old Act will continue to be in effect once the new Act is enacted.
Section 465 (2) (b) further states that any order, rules, regulations issued or thing done under the repealed Sikkim Act, if already in force, will continue to be in force and shall have effect as if made under the new Act. This includes any appointments made, mortgage and deeds or documents and agreements made under the old Act. It also includes resolutions passed under the old Act. The new bill also goes on to provide that no principle or rule of law, custom, privilege, restriction or exemption derived from the Sikkim Companies Act of 1961 shall be affected. At the same time, clause 2 (e) of section 462 also details that any custom, right, privilege, restriction or exemption not already in existence shall not be revised or restored in respect to the Sikkim Companies Act, 1961.
Finally and with particular reference to the Sikkim Act the new Bill provides that the above mentioned and other matters “…shall not be held to prejudice the general application of section 6 of the General Clauses Act, 1897 with regard to the effect of repeal of the enactments as if the Registration of Companies (Sikkim) Act, 1961 were also a Central Act.”