What Is Repeal and Savings Under Section 465?

Repeal and savings in section 465 of the Companies Act, 2013 is the joint between two statutes. It repealed the Companies Act, 1956, and then spent eleven clauses making sure that almost nothing done under it fell over. For anyone working with a corpus of filings that spans the changeover, this section is the reason a 1974 incorporation, a 1998 charge and a 2011 register are all still good.

What does repeal and savings under section 465 do?

Sub-section (1) is the repeal. The Companies Act, 1956 and the Registration of Companies (Sikkim) Act, 1961 are together called the repealed enactments, and both stand repealed.

Two provisos then keep parts of the 1956 Act running.

• The first proviso keeps the 1956 Act's provisions in regard to the jurisdiction, powers, authority and functions of the Board of Company Law Administration and court in force 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 second proviso does the same for provisions of the 1956 Act referred in the notification issued under section 67 of the Limited Liability Partnership Act, 2008 (6 of 2009), until the relevant notification applying the corresponding provisions of this Act to limited liability partnerships is issued.

Both provisos close on the same formula, that those provisions continue to apply as if the Companies Act, 1956 has not been repealed, which is a stronger saving than the deeming in sub-section (2).

The amendment that renumbered the provisos

The consolidation footnotes three changes on this sub-section, all made by Act 29 of 2020, section 66, with effect from 11 February 2021, and each footnote entry names in its own text what it changed:

1. The first proviso was omitted.
2. What is now the first proviso was substituted for the words "Provided further that", so it now opens "Provided that".
3. What is now the second proviso was substituted for the words "Provided also that", so it now opens "Provided further that".

The three markers and the three footnote entries sit on the same printed page, page 249, and run in order, so the alignment here needs no reconstruction. That is worth saying because it is not true everywhere in this consolidation.

The eleven savings, and the four that matter to a filings reader

Sub-section (2) opens notwithstanding the repeal and then lists clauses (a) to (k).

Clause (g) is the load-bearing one. It is why a company incorporated in 1962 is a company under the 2013 Act without re-registering, and why the whole of the current Act, including the annual return duty in section 92 and the charge-registration regime in section 77, binds it.

Clause (h) carries the statutory registers across, so the register of members a company had been maintaining under the 1956 Act is treated as one constituted under the corresponding provision of the 2013 Act rather than as a new book started from scratch.

Clause (k) is the one that surprises people reading old files. A matter already filed and still open at commencement was concluded under the 1956 Act, not converted. Two filings of the same kind, one lodged just before commencement and one just after, could therefore be dealt with under different statutes.

Clause (e) is the limit on all of it. A repeal-and-savings provision saves what was alive; it does not bring back what had already lapsed. The consolidation prints the operative word as revised rather than revived, which reads as a typographical error, and it is quoted as printed above rather than corrected in place.

The General Clauses Act sits behind all of it

Sub-section (3) makes clear that the list in sub-section (2) is not exhaustive. The mention of particular matters there 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) were also a Central Act.

The closing clause is a small piece of drafting care worth noticing. Section 6 of the General Clauses Act applies to the repeal of Central Acts, and the Sikkim enactment is a State Act, so sub-section (3) supplies the deeming that lets the general rule reach it.

Where the 1956 Act still shows up

Two other places in the current Act refer back to the repealed one, and both are relevant to filings work.

The definition of an unregistered company for winding-up purposes excludes a company registered under any previous companies law, with a narrow territorial exception. That definition is set out on the unregistered company under section 375 page, and it is why an old registered company is wound up under the ordinary chapter rather than under Part II.

And section 466 dissolves the Company Law Board on the constitution of the Tribunal and the Appellate Tribunal, with transitional provisions for its members and staff. It is the institutional counterpart to the first proviso in section 465(1): one keeps the old forum's law alive until transfer, the other winds the old forum up.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.