Section 377: Provisions of Chapter cumulative

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
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Legal Commentary & Landmark Judgments: Section 377

Section 377 of the Companies Act, 2013 declares that the provisions of Chapter XXI governing unregistered companies are cumulative, operating in addition to, and not in derogation of, general winding-up remedies and statutory powers.

  • Cumulative Statutory Operation: The provisions governing unregistered companies are in addition to and not in restriction of any other provisions of the Act or any other law regarding winding up.
  • Tribunal and Liquidator Plenary Powers: The Tribunal and the Official Liquidator may exercise any power or perform any act in the case of unregistered companies that might be exercised in winding up registered companies.
  • Limited Statutory Fiction: An unregistered company is not deemed to be a company under the Act except in the event of its being wound up, and then only to the extent provided by Part II of Chapter XXI.
Key Landmark Precedents:
  • V.V. Krishna Iyer Sons v. New Era Mfg. Co. Ltd., AIR 1965 Ker 241: The Division Bench held that cumulative provisions preserve general remedies under the Indian Partnership Act and CPC while conferring the summary winding-up remedies under company law.
  • State of West Bengal v. Kesoram Industries Ltd., (2004) 10 SCC 201: The Supreme Court affirmed that statutory clauses declaring provisions cumulative must be construed to harmonize complementary remedies without implying mutual repeal.
  • In re: North Western of Uruguay Railway Co., [1883] 24 Ch D 114: Affirmed that cumulative statutory provisions ensure the court possesses full plenary powers over unregistered entities without jurisdictional gaps.
Courtroom Practice & Strategic Litigation Guidance:

In litigating the winding up of an unregistered entity, invoke Section 377 to apply the broad investigative, avoidance, and misfeasance powers of the NCLT (such as Sections 337 to 342) against partners and managers. Section 377 guarantees that liquidators of unregistered companies possess all the statutory enforcement weapons available in standard company liquidations.