Section 465 — Repeal of certain enactments and savings

(1) The Companies Act, 1956 (1 of 1956) and the
Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961) (hereafter in this section referred to
as the repealed enactments) shall stand repealed:
1* * * * *
2[Provided that] until a date is notified by the Central Government under sub-section (1) of Section 434
for transfer of all matters, proceedings or cases to the Tribunal, the provisions of the Companies Act, 1956
(1 of 195 6) in regard to the jurisdiction, powers, authority and functions of the Board of Company Law
Administration and court shall continue to apply as if the Companies Act, 1956 has not been repealed:
3[Provided further that] provisions of the Companies Act, 1956 (1 of 1956) referred in the notification
issued under section 67 of the Limited Liability Partnership Act, 2008 (6 of 2009) shall, until the relevant
notification under such section applying relevant corresponding provisions of this Act to limited liabi lity
partnerships is issued, continue to apply as if the Companies Act, 1956 has not been repealed.
(2) Notwithstanding the repeal under sub-section (1) of the repealed enactments,—
(a) anything done or any action taken or purported to have been done or taken, including any rule,
notification, inspection, order or notice made or issued or any appointment or declaration made or any
operation undertaken or any direction given or any proceeding taken or any penalty, punishment,
forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent with the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;
(b) subject to the provisions of clause ( a), any order, rule, notificati on, regulation, appointment,
conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction
given, proceeding taken, instrument executed or issued, or thing done under or in pursuance of any
repealed enactment shall, if in force at the commencement of this Act, continue to be in force, and shall
have effect as if made, directed, passed, given, taken, executed, issued or done under or in pursuance
of this Act;
(c) any principle or rule of law, or established jurisdiction, form or course of pleading, practice or
procedure or existing usage, custom, privilege, restriction or exemption shall not be affected,
notwithstanding that the same respectively may have been in any manner affirmed or recognised or
derived by, in, or from, the repealed enactments;
(d) any person appointed to any office under or by virtue of any repealed enactment shall be deemed
to have been appointed to that office under or by virtue of this Act;
(e) any jurisdiction, custom, liability, right, title, privilege, restriction, exemption, usage, practice,
procedure or other matter or thing not in existence or in force shall not be revised or restored;
(f) the offices existing on the commencement of this Act for the registration of companies shall
continue as if they have been established under the provisions of this Act;

1. The first proviso omitted by Act 29 of 2020, s. 66 (w.e.f. 11-2-2021).
2. Subs. by s. 66, ibid., for “Provided further that” (w.e.f. 11-2-2021).
3. Subs. by s.66, ibid., for “Provided also that” (w.e.f. 11-2-2021).

(g) the incorporation of companies registered under the repealed enactments shall continue to be
valid and the provisions of this Act shall apply to such companies as if they were registered under this
Act;
(h) all registers and all funds constituted and established under the repealed enactments shall be
deemed to be registers and funds constituted or established under the corresponding provisions of this
Act;
(i) any prosecution instituted unde r the repealed enactments and pending immediately before the
commencement of this Act before any Court shall, subject to the provisions of this Act, continue to be
heard and disposed of by the said Court;
(j) any inspection, investigation or inquiry ordere d to be done under the Companies Act, 1956
(1 of 1956) shall continue to be proceeded with as if such inspection, investigation or inquiry has been
ordered under the corresponding provisions of this Act; and
(k) any matter filed with the Registra r, Regional Director or the Central Government under the
Companies Act, 1956 (1 of 1956) before the commencement of this Act and not fully addressed at that
time shall be concluded by the Registrar, Regional Director or the Central Government, as the case may
be, in terms of that Act, despite its repeal.
(3) The mention of particular matters in sub -section ( 2) shall not be held to prejudice the general
application of section 6 of the General Clauses Act, 1897 (10 of 1897) with regard to the effect of repeal of
the repealed enactments as if the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961)