465. Repeal of certain enactments and savings
(1) The Companies Act, 1956 and the Registration of Companies (Sikkim) Act,
1961 (hereafter in this section referred to as the repealed enactments) shall stand repealed:
Provided that the provisions of Part IX A of the Companies Act, 1956 shall be applicable
mutatis mutandis to a Producer Company in a manner as if the Companies Act, 1956 has not
been repealed until a special Act is enacted for Producer Companies:
Provided further that until a date is notified by the Central Government under subsection
(1) of Section 434 for transfer of all matters, proceedings or cases to the Tribunal, the
provisions of the Companies Act, 1956 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if the Companies Act, 1956 has not been repealed:
Provided also that provisions of the Companies Act, 1956 referred in the notification
issued under section 67 of the Limited Liability Partnership Act, 2008 shall, until the relevant
notification under such section applying relevant corresponding provisions of this Act to
limited liability 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not been repealed.
(2) Notwithstanding the repeal under sub-section (1) of the repealed enactments,—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the repealed enactments shall, insofar as it is not inconsistent with the provisions of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, notification, 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or thing done under or in pursuance of any repealed enactment shall, if in force at the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;
(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 under 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 ordered to be done under the
Companies Act, 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 Registrar, Regional Director or the Central
Government under the Companies Act, 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 with regard to the effect
of repeal of the repealed enactments as if the Registration of Companies (Sikkim) Act, 1961
were also a Central Act.