The Companies (Amendment) Act, 1999
[21 of 1999]
An Act further to amend the Companies Act, 1956.
BE it enacted
by Parliament in the Fiftieth Year of the
1. (1) This Act may be called the Companies
(Amendment) Act, 1999.
(2) It shall
be deemed to have come into force on the 31st day of October, 1998.
2. In the Companies Act, 1956 (1 of 1956)
(hereinafter referred to as the principal Act), in section 4A, in sub-section
(1), after clause (v), the following clause shall be inserted, namely:—
“(vi) the Infrastructure Development Finance Company Limited, a
company formed and registered under this Act.”.
3. In section 58A of the principal Act,
after sub-section (10) and before the Explanation, the following sub-section
shall be inserted, namely:—
“(11) A
depositor may, at any time, make a nomination and the provisions of sections
109A and 109B shall, as far as may be, apply to the nomination made under this
sub-section.”.
Insertion of new sections 77A, 77AA and 77B
4. After section 77 of the principal Act, the following
sections shall be inserted, namely:-
‘77A.
Power of company to purchase its own securities.-(1) Notwithstanding anything
contained in this Act, but subject to the provisions of sub-section (2) of this
section and section 77B, a company may purchase its own shares or other
specified securities (hereinafter referred to as “buy-back”) out of-
(i) its free reserves; or
(ii) the securities premium account; or
(iii) the proceeds of any shares or other specified securities:
Provided that no buy-back of any kind of shares or other
specified securities shall be made out of the earlier proceeds of the same kind
of shares or same kind of other specified securities.
(2) No company shall purchase its own shares
or other specified securities under sub-section (1) unless-
(a) the buy-back is authorised by its
articles;
(b) a special resolution has been passed in general meeting of
the company authorising the buy-back;
(c) the buy-back is
less than twenty-five per cent. of the total paid-up
capital and free reserves of the company:
Provided that the buy-back of equity shares in any financial year
shall not exceed twenty-five per cent. of its total
paid-up equity capital in that financial year.
(d) the ratio of the debt owed by the company is not more than
twice the capital and its free reserves after such buy-back:
Provided that the
Central Government may prescribe a higher ratio of the debt than that specified
under this clause for a class or classes of companies.
Explanation.—For the purposes of this clause, the expression “debt”
includes all amounts of unsecured and secured debts.
(e) all the shares or other specified securities for buy-back
are fully paid-up;
(f) the buy-back of the shares or other specified securities
listed on any recognised stock exchange is in
accordance with the regulations made by the Securities and Exchange Board of
India in this behalf;
(g) the buy-back in respect of shares or other specified
securities other than those specified in clause (f) is in accordance with the
guidelines as may be prescribed.
(3) The
notice of the meeting at which special resolution is proposed to be passed
shall be accompanied by an explanatory statement stating-
(a) a full and complete disclosure of all material facts;
(b) the necessity for the buy-back;
(c) the class of security intended to be purchased under the
buy-back;
(d) the amount to be invested under the buy-back; and
(e) the time limit for completion of buy-back.
(4) Every
buy-back shall be completed within twelve months from the date of passing the
special resolution under clause (b) of sub-section (2).
(5) The buy-back under sub-section (1) may be-
(a) from the existing security-holders on a proportionate basis;
or
(b) from the open market; or
(c) from
odd lots, that is to say, where the lot of securities of a public company,
whose shares are listed on a recognised stock
exchange, is smaller than such marketable lot, as may be specified by the stock
exchange; or
(d) by purchasing the securities issued to employees of the
company pursuant to a scheme of stock option or sweat equity.
(6) Where a
company has passed a special resolution under clause (b) of sub-section (2) to
buy-back its own shares or other securities under this section, it shall,
before making such buy-back, file with the Registrar and the Securities and
Exchange Board of India a declaration of solvency in the form as may be
prescribed and verified by an affidavit to the effect that the Board has made a
full inquiry into the affairs of the company as a result of which they have
formed an opinion that it is capable of meeting its liabilities and will not be
rendered insolvent within a period of one year of the date of declaration
adopted by the Board, and signed by at least two directors of the company, one
of whom shall be the managing director, if any:
Provided that no declaration of solvency shall be filed with the
Securities and Exchange Board of India by a company whose shares are not listed
on any recognised stock exchange.
(7) Where a company buys-back its own securities,
it shall extinguish and physically destroy the securities so bought-back within
seven days of the last date of completion of buy-back.
(8) Where a
company completes a buy-back of its shares or other specified securities under
this section, it shall not make further issue of the same kind of shares
(including allotment of further shares under clause (a) of sub-section (1) of
section 81) or other specified securities within a period of twenty-four months
except by way of bonus issue or in the discharge of subsisting obligations such
as conversion of warrants, stock option schemes sweat equity or conversion of
preference shares or debentures into equity shares.
(9) Where a
company buys-back its securities under this section, it shall maintain a
register of the securities so bought, the consideration paid for the securities
bought-back, the date of cancellation of securities, the date of extinguishing
and physically destroying of securities and such other particulars as may be
prescribed.
(10) A company
shall, after the completion of the buy-back under this section, file with the
Registrar and the Securities and Exchange Board of India, a return containing
such particulars relating to the buy-back within thirty days of such
completion, as may be prescribed:
Provided that no return shall be filed with the Securities and
Exchange Board of India by a company whose shares are not listed on any recognised stock exchange.
(11) If a company
makes default in complying with the provisions of this section or any rules
made thereunder, or any regulations made under clause
(f) of sub-section (2), the company or any officer of the company who is in
default shall be punishable with imprisonment for a term which may extend to
two years, or with fine which may extend to fifty thousand rupees, or with
both.
Explanation.-For the purposes of this section,-
(a) “specified securities” includes employees’ stock option or
other securities as may be notified by the Central Government from time to
time;
(b) “free reserves” shall have the meaning assigned to it in
clause (b) of Explanation to section 372A.
77AA. Transfer of certain sums to capital redemption
reserve account.-Where a company purchases its own shares out of free reserves,
then a sum equal to the nominal value of the share so purchased shall be
transferred to the capital redemption reserve account referred to in clause (d)
of the proviso to sub-section (1) of section 80 and details of such transfer
shall be disclosed in the balance sheet.
77B. Prohibition
of buy-back in certain circumstances.-(1) No company shall directly or
indirectly purchase its own shares or other specified securities-
(a) through any
subsidiary company including its own subsidiary companies; or
(b) through any
investment company or group of investment companies; or
(c) if a default, by the company, in repayment of deposit or
interest payable thereon, redemption of debentures or preference shares or
payment of dividend to any shareholder or repayment of any term loan or
interest payable thereon to any financial institution or bank, is subsisting.
(2) No
company shall directly or indirectly purchase its own shares or other specified
securities in case such company has not complied with the provisions of
sections 159, 207 and 211.’.
5. In section 78 of the principal Act, for the word “share”
wherever it occurs, the word “securities” shall be substituted.
6. After
section 79 of the principal Act, the following section shall be inserted,
namely:-
‘79A.Issue
of sweat equity shares.-(1) Notwithstanding anything contained in section 79, a
company may issue sweat equity shares of a class of shares already issued if
the following conditions are fulfilled, namely:-
(a) the issue of sweat equity shares is authorised
by a special resolution passed by the company in the general meeting;
(b) the resolution specifies the
number of shares, current market price, consideration, if any, and the class or
classes of directors or employees to whom such equity shares are to be issued;
(c) not less than one year has, at the date of the issue elapsed
since the date on which the company was entitled to commence business;
(d) the sweat equity shares of a
company, whose equity shares are listed on a recognised
stock exchange, are issued in accordance with the regulations made by the
Securities and Exchange Board of India in this behalf:
Provided
that in the case of a company whose
equity shares are not listed on any recognised stock
exchange, the sweat equity shares are issued in accordance with the guidelines
as may be prescribed.
Explanation
II.-For the purposes of this sub-section, the expression “sweat equity shares”
means equity shares issued by the company to employees or directors at a
discount or for consideration other than cash for providing know-how or making
available rights in the nature of intellectual property rights or value
additions, by whatever name called.
(2) All the
limitations, restrictions and provisions relating to equity shares shall be
applicable to such sweat equity shares issued under sub-section (1).’.
7. In section 80 of the principal Act, in
sub-section (1) in clause (c), for the words “share premium account”, the words
“security premium account” shall be substituted.
8. In section 82 of the principal Act, for
the word “shares”, the words “shares or debentures” shall be substituted.
Insertion of new section 109A and 109B
9. After section 109 of the principal Act,
the following sections shall be inserted, namely:-
“109A.
Nomination of shares.-(1) Every holder of shares in, or holder of debentures
of, a company may, at any time, nominate, in the prescribed manner, a person to
whom his shares in, or debentures of, the company shall vest in the event of
his death.
(2) Where the shares in, or debentures of, a company are
held by more than one person jointly, the joint-holders may together nominate,
in the prescribed manner, a person to whom all the rights in the shares or
debentures of the company shall vest in the event of death of all the
joint-holders.
(3) Notwithstanding anything contained in any other law
for the time being in force or in any disposition, whether testamentary or
otherwise, in respect of such shares in, or debentures of, the company, where a
nomination made in the prescribed manner purports to confer on any person the
right to vest the shares in, or debentures of, the company, the nominee shall,
on the death of the shareholder or holder of debentures of the company or, as
the case may be, on the death of the joint-holders become entitled to all the
rights in the shares or debentures of the company or, as the case may be, all
the joint-holders, in relation to such shares in, or debentures of, the company
to the exclusion of all other persons, unless the nomination is varied or
cancelled in the prescribed manner.
(4) Where the nominee is a minor, it shall be lawful for
the holder of the shares, or holder of debentures, to make the nomination to
appoint, in the prescribed manner, any person to become entitled to shares in,
or debentures of, the company, in the event of his death, during the minority.
109B.
Transmission of shares.-(1) Any person who becomes a nominee by virtue of the
provisions of section 109A, upon the production of such evidence as may be
required by the Board and subject as hereinafter provided, elect, either-
(a) to be registered himself as holder of the share or
debenture, as the case may be; or
(b) to make such transfer of the
share or debenture, as the case may be, as the deceased shareholder or
debenture-holder, as the case may be, could have made.
(2) If the person being a nominee, so becoming entitled, elects
to be registered as holder of the share or debenture, himself, as the case may
be, he shall deliver or send to the company a notice in writing signed by him
stating that he so elects and such notice shall be accompanied with the death
certificate of the deceased shareholder or debenture holder, as the case may
be.
(3) All the limitations, restrictions and provisions of
this Act relating to the right to transfer and the registration of transfers of
shares or debentures shall be applicable to any such notice or transfer as
aforesaid as if the death of the member had not occurred and the notice or
transfer were a transfer signed by that shareholder or debenture-holder, as the
case may be.
(4) A person, being a nominee, becoming entitled to a
share or debenture by reason of the death of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he
were the registered holder of the share or debenture except that he shall not,
before being registered a member in respect of his share or debenture, be
entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the company:
Provided
that the Board may, at any time, give
notice requiring any such person to elect either to be registered himself or to
transfer the share or debenture, and if the notice is not complied with within
ninety days, the Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable in respect of the share or debenture, until the
requirements of the notice have been complied with.”.
10. In section 205A of the principal Act,-
(a) for sub-section (5), the following sub-section shall be
substituted, namely:-
“(5) Any
money transferred to the unpaid dividend account of a company in pursuance of
this section which remains unpaid or unclaimed for a period of seven years from
the date of such transfer shall be transferred by the company to the Fund
established under sub-section (1) of section 205C.”;
(b) in sub-section
(6),-
(i) for the words “general revenue
account of the Central Government”, the words, figures and letter “Fund
established under section 205C” shall be substituted;
(ii) for the words “to such officer as the Central Government may
appoint”, the words “to such authority or committee as the Central Government
may appoint” shall be substituted;
(c) for sub-section
(7), the following sub-section shall be substituted, namely:-
“(7) The
company shall be entitled to a receipt from the authority or committee under
sub-section (4) of section 205C for any money transferred by it to the Fund and
such a receipt shall be an effectual discharge of the company in respect
thereof.”.
11. In section 205B
of the principal Act, the proviso shall be inserted at the end, namely:-
“Provided
that nothing contained in this section shall apply to any person claiming to be
entitled to any money transferred to the Fund referred to in section 205C on
and after the commencement of the Companies (Amendment) Act, 1998.”.
12. After
section 205B of the principal Act, the following section shall be inserted,
namely:-
‘205C.
Establishment of Investor Education and Protection Fund.-(1) The Central
Government shall establish a fund to be called the Investor Education and
Protection Fund (hereafter in this section referred to as the “Fund”).
(2) There shall be credited to the Fund the
following amounts, namely:-
(a) amounts in the unpaid dividend accounts of companies;
(b) the
application moneys received by companies for allotment of any securities and
due for refund;
(c) matured deposits with companies;
(d) matured debentures with companies;
(e) the interest accrued on the amounts referred to in clauses
(a) to (d);
(f) grants
and donations given to the Fund by the Central Government, State Governments,
companies or any other institutions for the purposes of the Fund; and
(g) the interest or other income received out of the investments
made from the Fund:
Provided that no such amounts referred to in clauses (a) to (d)
shall form part of the Fund unless such amounts have remained unclaimed and
unpaid for a period of seven years from the date they became due for payment.
Explanation.-For
the removal of doubts, it is hereby declared that no claims shall lie against
the Fund or the company in respect of individual amounts which were unclaimed
and unpaid for a period of seven years from the dates that they first became
due for payment and no payment shall be made in respect of any such claims.
(3) The Fund
shall be utilised for promotion of investor awareness
and protection of the interests of investors in accordance with such rules as
may be prescribed.
(4) The
Central Government shall, by notification in the Official Gazette, specify an
authority or committee, with such members as the Central Government may
appoint, to administer the Fund, and maintain separate accounts and other
relevant records in relation to the Fund in such form as may be prescribed in
consultation with the Comptroller and Auditor-General of India.
(5) It shall
be competent for the authority or committee appointed under sub-section (4) to
spend moneys out of the Fund for carrying out the objects for which the Fund
has been established.’.
13. After section 210 of the principal
Act, the following section shall be inserted, namely:-
‘210A.
Constitution of National Advisory Committee on Accounting Standards.-(1) The
Central Government may, by notification in the Official Gazette, constitute an
Advisory Committee to be called the National Advisory Committee on Accounting
Standards (hereafter in this section referred to as the “Advisory Committee”)
to advise the Central Government on the formulation and laying down of
accounting policies and accounting standards for adoption by companies or class
of companies under this Act.
(2) The
Advisory Committee shall consist of the following members, namely:-
(a) a Chairperson who shall be a person of eminence well versed
in accountancy, finance, business administration, business law, economics or
similar discipline;
(b) one
member each nominated by the Institute of Chartered Accountants of India
constituted under the Chartered Accountants Act, 1949 (38 of 1949), the
Institute of Cost and Works Accountants of India constituted under the Cost and
Works Accountants Act, 1959 (23 of 1959) and the Institute of Company
Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of
1980);
(c) one representative of the Central Government to be nominated
by it;
(d) one representative of the Reserve Bank of
(e) one
representative of the Comptroller and Auditor-General of
(f) a person who holds or has held the office of professor in
accountancy, finance or business management in any university or deemed
university;
(g) the Chairman of the Central Board of Direct Taxes constituted
under the Central Boards of Revenue Act, 1963 (54 of 1963) or his nominee;
(h) two members to represent the Chambers of Commerce and
industry to be nominated by the Central Government; and
(i) one representative of the Securities and Exchange Board of
India to be nominated by it.
(3) The
Advisory Committee shall give its recommendations to the Central Government on
such matters of accounting policies and standards and auditing as may be
referred to it for advice from time to time.
(4) The
members of the Advisory Committee shall hold office for such term as may be
determined by the Central Government at the time of their appointment and any
vacancy in the membership in the Committee shall be filled by the Central
Government in the same manner as the member whose vacancy occurred was filled.
(5) The
non-official members of the Advisory Committee shall be entitled to such fees, travelling, conveyance and other allowances as are
admissible to the officers of the Central Government of the highest rank.’.
14. In section 211 of the principal Act, after sub-section
(3), the following sub-sections shall be inserted, namely:-
‘(3A) Every profit and loss account and balance-sheet of the
company shall comply with the accounting standards.
(3B) Where the
profit and loss account and the balance sheet of the company do not comply with
the accounting standards, such companies shall disclose in its profit and loss
account and balance sheet, the following, namely:-
(a) the deviation from the
accounting standards;
(b) the reasons for such
deviation; and
(c) the financial effect,
if any, arising due to such deviation.
(3C) For
the purposes of this section, the expression “accounting standards” means the
standards of accounting recommended by the Institute of Chartered Accountants
of India constituted under the Chartered Accountants Act, 1949 (38 of 1949), as
may be prescribed by the Central Government in consultation with the National
Advisory Committee on Accounting Standards established under sub-section (1) of
section 210A:
Provided that the standard of accounting specified by the
Institute of Chartered Accountants of India shall be deemed to be the
Accounting Standards until the accounting standards are prescribed by the
Central Government under this sub-section.’.
15. In section 217 of the principal Act, after
sub-section (2A), the following sub-section shall be inserted, namely:-
“(2B) The
Boards report shall also specify the reasons for the failure, if any, to
complete the buy-back within the time specified in sub-section (4) of section
77A.”.
16. In section
227 of the principal Act, in sub-section (3),-
(i) after clause
(c), the following clause shall be inserted, namely:-
“(d)
whether, in his opinion, the profit and loss account and balance-sheet comply
with the accounting standards referred to in sub-section (3C) of section 211.”;
(ii) in sub-section (4), for the word, brackets and letter “and
(c)”, the brackets, letters and word “, (c) and (d)” shall be substituted.
17. In section 370 of the principal Act, after sub-section
(5), and before the Explanation, the following sub-section shall be inserted,
namely:-
“(6)
Nothing contained in this section shall apply to a company on and after the
commencement of the Companies (Amendment) Act, 1998.”.
18. In section 372 of the principal Act, after
sub-section (14), the following sub-section shall be inserted, namely:-
“(15)
Nothing contained in this section shall apply to a company on and after the
commencement of the Companies (Amendment) Act, 1998.”.
19. After
section 372 of the principal Act, the following section shall be inserted,
namely:-
“372A.
Inter-corporate loans and investments.-(1) No company shall, directly or
indirectly,-
(a) make any loan to
any other body corporate;
(b) give any
guarantee, or provide security, in connection with a loan made by any other
person to, or to any other person by, any body corporate; and
(c) acquire, by way of subscription, purchase or otherwise the
securities of any other body corporate, exceeding sixty per cent. of its paid-up share capital and free reserves, or one
hundred per cent.of its free reserves, whichever is
more:
Provided
that where the aggregate of the loans
and investments so far made, the amounts for which guarantee or security so far
provided to or in all other bodies corporate, along with the investment, loan,
guarantee or security proposed to be made or given by the Board, exceeds the
aforesaid limits, no investment or loan shall be made or guarantee shall be given
or security shall be provided unless previously authorised
by a special resolution passed in a general meeting:
Provided further that the Board may give guarantee,
without being previously authorised by a special
resolution, if,-
(a) a resolution is passed in the meeting of the Board authorising to give guarantee in accordance with the
provisions of this section;
(b) there
exists exceptional circumstances which prevent the company from obtaining
previous authorisation by a special resolution passed
in a general meeting for giving a guarantee; and
(c) the resolution of the Board under clause (a) is confirmed
within twelve months, in a general meeting of the company or the annual general
meeting held immediately after passing of the Board’s resolution, whichever is
earlier:
Provided also that the notice of such resolution shall
indicate clearly the specific limits, the particulars of the body corporate in
which the investment is proposed to be made or loan or security or guarantee to
be given, the purpose of the investment, loan or security or guarantee,
specific sources of funding and such other details.
(2) No loan or
investment shall be made or guarantee or security given by the company unless the
resolution sanctioning it is passed at a meeting of the Board with the consent
of all the directors present at the meeting and the prior approval of the
public financial institution referred to in section 4A, where any term loan is
subsisting, is obtained:
Provided
that prior approval of a public
financial institution shall not be required where the aggregate of the loans
and investments so far made, the amounts for which guarantee or security so far
provided to or in all other bodies corporate, along with the investments,
loans, guarantee or security proposed to be made or given does not exceed the
limit of sixty per cent. specified in sub-section (1),
if there is no default in repayment of loan instalments
or payment of interest thereon as per the terms and conditions of such loan to
the public financial institution:
(3) No loan to
anybody corporate shall be made at a rate of interest lower than the prevailing
bank rate, being the standard rate made public under section 49 of the Reserve
Bank of India Act, 1934 (2 of 1934).
(4) No company,
which has defaulted in complying with the provision of section 58A, shall,
directly or indirectly,-
(a) make any loan to any body corporate;
(b) give any guarantee, or provide
security, in connection with a loan made by any other person to, or to any
other person by, any body corporate; and
(c) acquire, by way of subscription, purchase or otherwise the
securities of any other body corporate,
till such
default is subsisting.
(5)(a) Every
company shall keep a register showing the following particulars in respect of every
investment or loan made, guarantee given or security provided by it in relation
to any body corporate under sub-section (1), namely:-
(i) the name of the
body corporate;
(ii) the amount, terms
and purpose of the investment or loan or security or guarantee;
(iii) the date on which the investment or loan has been made; and
(iv) the date on which the
guarantee has been given or security has been provided in connection with a
loan.
(b) The
particulars of investment, loan, guarantee or security referred to in clause
(a) shall be entered chronologically in the register aforesaid within seven
days of the making of such investment or loan, or the giving of such guarantee
or the provision of such security.
(6) The
register referred to in sub-section (5) shall be kept at the registered office
of the company concerned and-
(a)
shall be
open to inspection at such office; and
(b) extracts may be taken therefrom
and copies thereof may be required, by any member of the company to the same
extent, in the same manner, and on payment of the same fees as in the case of
the register of members of the company; and the provisions of section 163 shall
apply accordingly.
(7)
The Central Government may prescribe
guidelines for the purposes of this section.
(8)
Nothing contained in this section
shall apply,-
(a) to any loan made, any guarantee given or any security
provided or any investment made by-
(i) a
banking company, or an insurance company, or a housing finance company in the
ordinary course of its business, or a company established with the object of
financing industrial enterprises, or of providing infrastructural facilities;
(ii) a company whose principal business is the acquisition of
shares, stock, debentures or other securities;
(iii)
a private company, unless it is a subsidiary of a
public company;
(b) to investment made in shares allotted in pursuance of clause
(a) of sub-section (1) of section 81.
( c) to any loan
made by a holding company to its wholly owned subsidiary;
(d) to any
guarantee given or any security provided by a holding company in respect of
loan made to its wholly owned subsidiary; or
(e) to acquisition by a holding company, by way of subscription,
purchases or otherwise, the securities of its wholly owned subsidiary.
(9) If
default is made in complying with the provisions of this section, other than
sub-section (5), the company and every officer of the company who is in default
shall be punishable with imprisonment which may extend to two years or with
fine which may extend to fifty thousand rupees:
Provided
that where any such loan or any loan in
connection with which any such guarantee or security has been given, or
provided by the company, has been repaid in full, no punishment by way of
imprisonment shall be imposed under this sub-section, and where such loan has
been repaid in part, the maximum punishment which may be imposed under this
sub-section by way of imprisonment shall be appropriately reduced:
Provided
further that all persons who are
knowingly parties to any such contravention shall be liable, jointly and
severally, to the company for the repayment of the loan or for making good the same which the company may have been called upon to
pay by virtue of the guarantee given or the securities provided by such
company.
(10) If default
is made in complying with the provisions of sub-section (5), the company and
every officer of the company who is in default shall be punishable with fine
which may extend to five thousand rupees and also with a further fine which may
extend to five hundred rupees for every day after the first during which the
default continues.
Explanation.-For the
purposes of this section,-
(a) “loan” includes debentures or any deposit of money made by
one company with another company, not being a banking company;
(b) “free reserves”
means those reserves which, as per latest audited balance sheet of the company,
are free for distribution as dividend and shall include balance to the credit
of the securities premium account but shall not include share application
money.
20. In section 642 of the principal Act,
after sub-section (3), the following sub-section shall be inserted, namely:-
“(4) Every
regulation made by the Securities and Exchange Board of India under this Act
shall be laid, as soon as may be after it is made, before each House of
Parliament, while it is in session, for a total period of thirty days which may
be comprised in one session or in two or more successive sessions, and if,
before the expiry of the session immediately following the session or the
successive sessions aforesaid, both Houses agree in making any modification in
the regulation or both Houses agree that the regulation should not be made, the
regulation shall thereafter have effect only in such modified form or be of no
effect, as the case may be; so, however, that any such modification or
annulment shall be without prejudice to the validity of anything previously
done under that regulation.”.
21. (1) The Companies (Amendment) Ordinance, 1999
(Ord. 1 of 1999) is hereby repealed.
(2) Notwithstanding
such repeal, anything done or any action taken under the principal Act as
amended by the said Ordinance shall be deemed to have been done or taken under
the corresponding provisions of the principal Act, as amended by this Act.