Section 280 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 280 gives the Tribunal wide jurisdiction in a winding up. Notwithstanding any other law for the time being in force, it may entertain or dispose of suits and proceedings by or against the company, claims by or against the company, applications under section 233, and any question of priorities or any other question arising out of or in relation to the winding up, whether the matter arose before or after the winding up order.
The Tribunal has jurisdiction, notwithstanding anything contained in any other law for the time being in force, over four things: suits or proceedings by or against the company, claims by or against the company (including by or against its branches in India), applications under section 233, and any question of priorities or any other question whatsoever, of law or facts, arising out of or in relation to the winding up. It does not matter whether the matter arose before or after the order for the winding up is made.
Where section 280 sits
Section 280 is in Chapter XX (winding up), Part I, among the provisions on the effect and conduct of a winding up by the Tribunal. Its neighbours are sections 278 and 279 on the effect of a winding up order and the stay of suits, section 273 on the powers of the Tribunal, and sections 281 and 282 on the Liquidator's report and Tribunal directions. Where those sections deal with what happens to suits after the order and what the Tribunal may direct, section 280 is the section that says which forum has jurisdiction over the matters listed.
This article reads the section as printed in the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted). The section stands as substituted by section 255 of, and the Eleventh Schedule to, the Insolvency and Bankruptcy Code, 2016, with effect from 15 November 2016. Winding up on the ground of inability to pay debts and voluntary winding up are now under the Code; see our post on section 255 and the Eleventh Schedule. No later amendment was found in the texts consulted; later amendments should be checked on the official text.
If a suit or claim by or against a company has to be taken to the Tribunal in a winding up, our legal dispute resolution team can advise on where and how it is to be brought.
The section, element by element
Section 280 is one sentence with a lead-in and four clauses.
The lead-in. "The Tribunal shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain, or dispose of". The non obstante words mean that the Tribunal's jurisdiction under this section is not displaced by another law that would otherwise point elsewhere. The jurisdiction is to "entertain, or dispose of": to take up the matter and to decide it.
Clause (a): any suit or proceeding by or against the company. The words are not limited by subject matter. Both suits and proceedings are named, and both directions (by the company and against it).
Clause (b): any claim made by or against the company, including claims by or against any of its branches in India. Claims are separate from suits and proceedings, and branches in India are expressly included.
Clause (c): any application made under section 233. The clause names section 233 as printed. For the section itself see our post on section 233 on fast-track merger.
Clause (d): any question of priorities or any other question whatsoever, whether of law or facts. The clause lists assets, business, actions, rights, entitlements, privileges, benefits, duties, responsibilities, obligations, "or in any matter arising out of, or in relation to winding up of the company".
The closing words: before or after. The jurisdiction applies whether the suit or proceeding "has been instituted, or is instituted", or the claim or question "has arisen or arises", or the application "has been made or is made" or a scheme "has been submitted, or is submitted", before or after the order for the winding up of the company is made. The tenses are deliberate: past, present and future are all covered.
How it compares with the neighbouring sections
| Section | What it covers (by the title of the live post) | Relationship to section 280 |
|---|---|---|
| 273 | Powers of the Tribunal on a winding up petition | What the Tribunal may order on receiving the petition |
| 278 and 279 | Effect of a winding up order and stay of suits | What happens to suits and proceedings after the order |
| 280 | Jurisdiction of the Tribunal | Which matters the Tribunal may entertain or dispose of |
| 281 and 282 | Liquidator's report and Tribunal directions | Reports and directions once the Liquidator is in place |
Matters that were pending before other courts when the Act changed fora are dealt with in rules on the transfer of pending proceedings; see rules 1 to 8 of the Companies (Transfer of Pending Proceedings) Rules, 2016, which cover high court cases moved to the Tribunal and the winding up transition.
Worked example
Orchid Steel Limited is being wound up by the Tribunal. Three matters are live. First, a supplier, Stellar Metals, had filed a suit against Orchid for unpaid invoices before the winding up order was made. Second, Orchid's Chennai branch has a claim against a customer. Third, two creditors dispute whose security ranks first.
Under section 280, each of the three is within the Tribunal's jurisdiction. The supplier's suit is a suit or proceeding against the company under clause (a), and the closing words cover it although it was instituted before the order. The Chennai branch claim falls under clause (b), which expressly covers claims by or against branches in India. The ranking dispute is "any question of priorities" under clause (d). Because of the non obstante opening, the Tribunal's jurisdiction is not displaced because another law might otherwise point elsewhere. For how a pending suit is treated after the order, the liquidator's team would read sections 278 and 279 alongside.
Common mistakes
- Reading section 280 as a stay. It confers jurisdiction; the stay of suits is in sections 278 and 279.
- Ignoring the closing words. Matters that arose before the winding up order are covered as well as those after.
- Overlooking branches. Clause (b) names claims by or against any of the company's branches in India.
- Treating "any other question" as limited. Clause (d) says "whatever, whether of law or facts" and lists a range of subjects.
- Skipping the Code. Winding up for inability to pay debts and voluntary winding up are under the Code now, not this section.
Need help with a dispute in a winding up?
If a suit, claim or priority question is stuck between fora, we can review the matter against the four clauses and recommend the route. See how our legal dispute resolution team handles disputes involving companies in liquidation.
Key takeaways
- Section 280 gives the Tribunal jurisdiction notwithstanding any other law for the time being in force.
- Four heads: suits or proceedings, claims (including branches in India), applications under section 233, and questions of priorities or any other question.
- Matters before or after the winding up order are covered.
- The section stands as substituted by the Code with effect from 15 November 2016.
- Sections 278 and 279 deal with the effect of the order and the stay of suits; section 280 deals with jurisdiction.
Read next
- Section 272: who may present a petition for winding up
- Section 301: arrest of a person trying to leave India or abscond
- Sections 278 and 279: effect of winding up order and stay of suits
- Section 273: powers of the Tribunal in winding up
Disclaimer: Based on the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted on 4 October 2026). Later amendments to the Act, the rules made under it and the Insolvency and Bankruptcy Code, 2016 should be checked. This article is general information, not legal advice; check the official text before acting.