Section 465 of the Companies Act, 2013: Repeal of Certain Enactments and Savings
Section 465 is the repeal and savings provision in Chapter XXIX of the Companies Act, 2013. It repeals the Companies Act, 1956 and the Registration of Companies (Sikkim) Act, 1961, while preserving specified acts, proceedings, rights, appointments, registrations, investigations and other matters arising under the repealed laws.
Meaning and Purpose of Section 465
The expression "repeal" means that an earlier enactment ceases to operate prospectively to the extent provided by the repealing law. A "saving" provision protects specified legal consequences of the repealed enactment so that repeal does not automatically invalidate completed acts, existing rights, pending proceedings, appointments, registrations, investigations or other matters that the legislature intends to preserve.
Section 465 therefore performs two functions. First, it provides for repeal of the earlier company-law enactments identified in sub-section (1). Second, sub-sections (2) and (3) preserve continuity for matters created, commenced or existing under the repealed enactments, subject to the Companies Act, 2013.
Section 465: Updated Text and Clause-wise Effect
Sub-section (1): Repeal
(1) The Companies Act, 1956 (1 of 1956) and the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961), referred to in the section as the repealed enactments, stand repealed.
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 concerning the jurisdiction, powers, authority and functions of the Board of Company Law Administration and court continue to apply as if the Companies Act, 1956 had not been repealed.
Provided further that provisions of the Companies Act, 1956 referred to in the notification issued under Section 67 of the Limited Liability Partnership Act, 2008 continue to apply to limited liability partnerships until the relevant notification applies the corresponding provisions of the Companies Act, 2013.
Sub-section (2): Statutory Savings
(a) Acts and actions under the repealed enactments, including rules, notifications, inspections, orders, notices, appointments, declarations, operations, directions, proceedings and penalties, continue under corresponding provisions of the 2013 Act to the extent they are not inconsistent with it.
(b) Subject to clause (a), orders, rules, notifications, regulations, appointments, conveyances, mortgages, deeds, documents, agreements, fees, resolutions, directions, proceedings, instruments and other things validly in force at commencement continue as if made or done under the 2013 Act.
(c) Existing principles or rules of law, jurisdiction, pleading, practice, procedure, usage, custom, privilege, restriction or exemption are not affected merely because they were affirmed, recognised or derived under a repealed enactment.
(d) A person appointed to an office under a repealed enactment is deemed to have been appointed under the Companies Act, 2013.
(e) A jurisdiction, custom, liability, right, title, privilege, restriction, exemption, usage, practice, procedure or other matter that was not in existence or force is not revived or restored by the saving provision.
(f) Existing company registration offices continue as offices established under the Companies Act, 2013.
(g) Incorporation of companies registered under the repealed enactments remains valid, and the Companies Act, 2013 applies to those companies as if they were registered under the 2013 Act.
(h) Registers and funds constituted or established under the repealed enactments are treated as registers and funds under corresponding provisions of the Companies Act, 2013.
(i) A prosecution instituted under a repealed enactment and pending immediately before commencement of the 2013 Act may, subject to the 2013 Act, continue before the court concerned.
(j) An inspection, investigation or inquiry ordered under the Companies Act, 1956 may continue as if ordered under corresponding provisions of the Companies Act, 2013.
(k) A matter filed with the Registrar, Regional Director or Central Government under the Companies Act, 1956 before commencement of the 2013 Act and not fully addressed at that time is to be concluded under the 1956 Act despite its repeal.
Sub-section (3): General Clauses Act Savings
(3) The specific savings in sub-section (2) do not prejudice the general application of Section 6 of the General Clauses Act, 1897 concerning the effect of repeal. For this purpose, the Registration of Companies (Sikkim) Act, 1961 is treated as if it were also a Central Act.
Note: The clause-wise text above is presented in an article-friendly form for readability. For authoritative wording, amendment history and commencement notifications, refer to the official legislation resources linked below.
Important Amendment: Producer Companies
The original first proviso to Section 465(1) continued Part IXA of the Companies Act, 1956 for Producer Companies until a special law was enacted. Section 66 of the Companies (Amendment) Act, 2020 omitted that proviso with effect from 11 February 2021 and made consequential changes to the wording of the remaining provisos.
Producer Companies are now governed within the Companies Act, 2013 through Chapter XXIA, which contains Sections 378A onwards. Accordingly, an older reproduction of Section 465 that still shows the Part IXA Producer Company proviso as part of the current text is outdated.
Relationship with Section 6 of the General Clauses Act, 1897
Section 465(3) expressly preserves the operation of Section 6 of the General Clauses Act, 1897. In general terms, Section 6 deals with the legal effect of repeal and protects matters such as the previous operation of a repealed enactment, rights and liabilities already acquired or incurred, penalties relating to past offences, and legal proceedings or remedies in respect of such matters, unless a different legislative intention appears.
Practical Effect of Section 465
- Repeal does not automatically erase lawful acts already done under the earlier company laws.
- Existing companies do not lose their incorporation merely because the Companies Act, 1956 was repealed.
- Pending prosecutions, inspections, investigations and inquiries may continue in accordance with the saving provisions.
- Pre-existing subordinate legislation and instruments may continue to operate where Section 465 permits and where they are not inconsistent with the Companies Act, 2013.
- Section 465 must be read with applicable commencement and transfer notifications and with Section 6 of the General Clauses Act, 1897 when determining the effect of repeal in a particular case.
Official Legal Resources
For current statutory material and official updates, consult the Ministry of Corporate Affairs, the Companies Act, 2013 on the MCA website, and the Companies Act, 2013 on India Code.
Related Sections
Section 465 forms part of Chapter XXIX, "Miscellaneous", of the Companies Act, 2013. The adjoining provisions deal with relief by courts, restrictions on certain associations, dissolution of the Company Law Board, amendment of Schedules, and rule-making powers of the Central Government.