Home  /  Companies Act  /  Section 378

Section 378: Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Section 377 All 470 Sections of Companies Act Section 379
Statutory Defined Terms in this Section: (Click any term for official legal definition)
Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 378

Section 378 of the Companies Act, 2013 enacts a savings clause preserving the operation of specialized enactments and previous company laws that confer power on courts and tribunals to wind up partnerships, associations, or companies.

  • Preservation of Specialized Enactments: Explicitly saves and protects the operation of any enactment providing for the winding up of a partnership, association, or company under any previous company law or specialized statutory framework.
  • Coexistence with Sectoral Laws: Ensures that specialized winding-up regimes—such as those under the Banking Regulation Act, Insurance Act, or Cooperative Societies Acts—remain intact and operate concurrently without implied repeal.
  • Statutory Construction Harmonization: Mandates that Part II of Chapter XXI shall not be construed to curtail or prejudice the jurisdiction of courts or authorities acting under other statutory dissolution frameworks.
Key Landmark Precedents:
  • Municipal Council, Palai v. T.J. Joseph, AIR 1963 SC 1561: The Supreme Court held that express savings clauses prevent implied repeal of special enactments, preserving specialized administrative and judicial dissolution mechanisms.
  • In re: Federal Bank of India Ltd., AIR 1956 Punj 21: The High Court held that savings provisions maintain the validity and continuity of winding-up proceedings initiated under special banking legislation alongside general corporate winding-up provisions.
  • R.P. Kapur v. Pratap Singh Kairon, AIR 1964 SC 295: The Supreme Court affirmed the canonical rule of statutory construction that savings clauses preserve pre-existing substantive and procedural powers from derogation.
Courtroom Practice & Strategic Litigation Guidance:

When challenging the jurisdiction of the NCLT to wind up a specialized non-corporate association (such as a cooperative society or banking partnership), cite Section 378 alongside the special parent enactment. Argue that Section 378 expressly subordinates general unregistered company winding-up powers to specialized sectoral statutory liquidation schemes.

Section 377 All 470 Sections of Companies Act Section 379