Judgment :- The first defendant is the appellant before us. The appeal arises out of O.S. No. 9862 of 1972 on the file of the learned III Assistant Judge, City Civil Court, Madras. The said suit was filed on the foot of a promissory note, The plaint allegations are as follows. The first defendant was subscribing to a monthly chit, the total amount of which was Rs. 30,000/-in M/s. Indo Mercantile Fund (P) Ltd., which went into liquidation and he got the bid amount of Rs. 19,500/-in the first auction held on 17th August, 1968. He along with defendants 2 to 4 as sureties executed in favour of the plaintiff on 20th September, 1968 a promissory note for Rs. 29,000/- agreeing to pay interest at 12 per cent per annum in consideration of the bid amount paid to the 1st defendant on 19th October, 1968 by cash. The first defendant has paid a total amount of Rs.1,900/- till 19th December, 1968 and during the period ending with 19th December, 1968 the dividend declared amounted to Rs. 600/- In all a sum of Rs. 2,500/- has to be credited towards his account. The first defendant is therefore liable to pay the balance of Rs. 27,500/-and interest of Rs. 13, 062.50 from 20th December, 1968 to the date of plaint, amounting in all to Rs. 40,562.50. Defendants 2 to 4 are also liable to pay the said amount. The defendants in spite of repeated demands have failed to do so and therefore the suit is filed for directing the defendants 1 to 4 to pay the plaintiff a sum of Rs 40.562.50 with interest at 6 per cent per annum on Rs. 27,500/- from the date of plaint till the date of recovery of the entire amount. The first defendant admitted that he has subscribed to a chit under the plaintiff for a total sum of Rs. 30,000/- and also he received a sum of Rs. 19,500/-. He equally admitted the execution of the promissory note for Rs. 29,000/-. on 20th September, 1968. There is a failure of consideration to the extent mentioned above. The first defendant was regular in his payment and would have continued to pay the instalments but for the facts that the conduct of the chit was wound up. 19,500/-. He equally admitted the execution of the promissory note for Rs. 29,000/-. on 20th September, 1968. There is a failure of consideration to the extent mentioned above. The first defendant was regular in his payment and would have continued to pay the instalments but for the facts that the conduct of the chit was wound up. If the plaintiff company had conducted the chit the first defendant would have been in a position to get dividend every month Further, the suit is barred by limitation under section 458-A of the Companies Act and under section 25 of the Tamil Nadu Chit Funds Act. As regards the defence of the second defendant, it does not matter to us. because the first defendant alone is the appellant before us. Defendants 3 and 4 remained ex parte. 1. Whether there is partial failure of consideration for the pronote ? 2. Whether the claim is barred? 3. To what sum the plaintiff is entitled? 4. To what relief? Additional Issues: 1. Did the 2nd defendant agree to pay interest? 2. Is the plaintiff entitled to interest from 20th December, 1968 till date of plaint?. 3. Is the suit sustainable on the suit promissory note? 4. Is the suretyship cancelled as stated in para 13 of the written statement of 2nd defendant? 5. Is the amount claimed correct? On issues 1, 3 and additional issues 1 to 5, the learned City Civil Judge came to the conclusion that the liability to pay the amount is only under Ex.A-1, that there is no bar to enforce the liability under Ex. A-1, that Ex. A-1 is not for surety and as such all the defendants are liable to pay the suit amount claimed in the suit. In the result, he answered all the issues in favour of the plaintiff. On Issue No.2 viz., the limitation, he was of the view that section 458-A of the Companies Act, would apply because that is a special law. Further, he was also of the view that section 8 of the General Clauses Act lends support to his view. In the result, he decreed the suit as prayed for. Thus, the appeal. 3. On Issue No.2 viz., the limitation, he was of the view that section 458-A of the Companies Act, would apply because that is a special law. Further, he was also of the view that section 8 of the General Clauses Act lends support to his view. In the result, he decreed the suit as prayed for. Thus, the appeal. 3. Learned counsel for the appellant Mr.U.N.R. Rao though attempted to argue that there is a failure of consideration, ultimately he did not press the point in view of the categoric ruling of this Court on identical issue in C.A. Durgachalam v. Jannet Chit Fund (P) Ltd. 1 4. As regards limitation, learned counsel for the appellant argued that section 458-A of the Companies Act refers only to the old Limitation Act, 1908. It does not make even an oblique reference to the new Limitation Act, 1963. Under those circumstances, when the old Limitation Act of 1908 was repealed, it would follow that it is only the new Limitation Act of 1963, which is a later Act, that will prevail, in view of the fact that where on identical issues there are two Acts, it is the later Act that will prevail. It was further contended that section 8 of the General Clauses Act could have no application because that clearly states ‘unless a different intention appears. ‘Here, the fact that there is a different intention under the new Limitation Act of 1963 is enough to hold that the later law will prevail. In support of his submission, reliance is placed on Mohd Usman v. Union of India 2Learned counsel also cites Vepa Sarathy on Interpretation of Statutes, second edition, pages 150 to 152. 5. For all these reasons, it is urged that the decree passed against the appellant is liable to be vacated. 6. Mr. Viswanathan, learned counsel for the Official Liquidator, in so far as the liability is concerned states that it is concluded by C.A. Durgachalam v. Jannet Chit Fund (P) Ltd. 1As regards, the question of limitation he submits that section 458-A of the Companies Act is a legislation which makes a reference to the old Limitation Act of 1908. Once the old Limitation Act of 1908 has been repealed and substituted by another Limitation Act, viz., the new Limitation Act of 1963, the effect of such a substitution will be to read into the later law. Once the old Limitation Act of 1908 has been repealed and substituted by another Limitation Act, viz., the new Limitation Act of 1963, the effect of such a substitution will be to read into the later law. It is not a statute by incorporation, but it is a statute by reference. Therefore, whenever section 458-A of the Companies Act refers to the Limitation Act, it would mean the law on the subject and that particular Act. He cites G P. Singh’s Interpretation of Statutes as well as section 8 of the General Clauses Act and contends that the principle laid in section 8 of the General Clauses Act will govern this case as well. Lastly, it is urged in any event the Companies Act being a special enactment that would apply over the general law of the Limitation Act. 7. Having regard to the above, the only questions that arise for our determination are: 1. Whether to the extent the appellant is paid Rs. 19,500/- there is a failure of consideration since the promissory note is for Rs. 29,000/-. (2) Whether the suit is barred by limitation. 8. As regards the first of the questions, we do not have to dwell at length, excepting to make a reference to G.A. Durgachalam v. Jnnnet Chit Funds (P) Ltd. 1Under an identical situation the Division Bench of this Court held: “We are in agreement with the learned Judge, that, in the conspectus of events, the suit has to be adjudged on the basis that the plaintiff has come to court basing his relief on the promissory note executed by a person who took the prize chit and, in lieu thereof executed the promissory note for the payment of the future instalments, admittedly, payable, by him as a member of this scheme. Though a faint argument was made by the learned counsel for the appellant that the promissory note is not supported by consideration, we are unable to see any force in it because the amount for which the appellant executed the promissory note did represent the future instalments payable by hi m as on the date of execution. In any event, following the decision of this Court in Chellaperumal Chetti v. layarathnam Chettiar 3. we are to hold that the promissory note is supported by consideration" 9. As regards limitation only, it requires to be dealt with in great detail. In any event, following the decision of this Court in Chellaperumal Chetti v. layarathnam Chettiar 3. we are to hold that the promissory note is supported by consideration" 9. As regards limitation only, it requires to be dealt with in great detail. Some important dates for this purpose are to be noted. The last payment made by the appellant towards Ex. A-1 is 19th December, 1968, The application for winding up was filed on 21st January, 1970. The order of winding up was passed on 10th April, 1970. The present suit forming the subject-matter of appeal came to be filed on 8th December, 1972. Reckoning three years period from 19th December, 1968 would mean the suit ought to have been filed on or before 18th December, 1971. Section 458-A of the Companies Act reads as follows: "Notwithstanding anything in the Indian Limitation Act, 1908, or in any other law for the time being in force, in computing the period of limitation prescribed for any suit or application in the name and on behalf of a company which is being wound up by orders of Court, the period from the date of commencement of the winding up of the Company to the date on which the winding up order is made (both inclusive) and a period of one year immediately following the date of the winding up order shall be excluded". As against this, section 15(3) of the new Limitation Act of 1963 reads as follows: "In computing the period of limitation for any suit or application for execution of a decree by any receiver or interim receiver appointed in proceedings for the adjudication of a person as an insolvent or by any liquidator or provisional liquidator appointed in proceedings for the winding up of a company, the period beginning with the expiry of three months from the date of appointment of such receiver or liquidator, as the case may be, shall be excluded". If as per the section, a period of three months plus the number of days commen-cing from 21st January, 1970 to 30th April, 1970 are added on, the suit as filed on 3rd December, 1972 is beyond time. We will now have to determine which of the periods has to be applied. One thing cannot be gainsaid. If as per the section, a period of three months plus the number of days commen-cing from 21st January, 1970 to 30th April, 1970 are added on, the suit as filed on 3rd December, 1972 is beyond time. We will now have to determine which of the periods has to be applied. One thing cannot be gainsaid. There is no corresponding provision in the old Limitation Act of 1908 to section 15(3) of the new Limitations Act, 1963 which we have extracted above. Under those circumstances, when section 458-A of the Companies Act states notwithstanding anything in the Indian Limitation Act, 1908 two important aspects flow. Firstly, this non-obstante clause must be given its full effect. When it refers to the Indian Limitation Act, 1908, it means only the law on the subject. The reason for our holding so will be very clear from the following. In other words, section 458-A of the Companies Act must be construed as having overriding effect over the Limitation Act. That is the purport of the non-obstante clause. As to what prompted the incorporation of such a provision can be gathered from the report of the Law Commission and from the statement of objects and reasons. The report of the Law Commission states: "It is common knowledge that by the time a receiver or liquidator is appointed in insolvency or the liquidation proceedings and the receiver or the liquidator after getting information about the assets and liabilities of the estate settles down to the task of realising the assets of the estate, claims in favour of such estate or company get barred to the detriment of the persons entitled to the benefit of the assets. To avoid this hardship, we think it just that in respect of suits on behalf of an insolvent or a company in liquidation the period between the date of the filing of the petition for adjudication or winding up and the appointment of receiver or liquidator and a period of three months thereafter (to enable him to acquaint himself with the affairs of estate) should be excluded in computing the period of limitation for suits by or on behalf of an insolvents estate or the company. The benefit of this provision shall also ensure to any interim receiver or provisional Liquidator" The Statement of Objects and Reasons to the new Limitation Act of 1963 reads as under: "Sub Clause (3) is new. It is common knowledge that by the time a receiver or a liquidator is appointed in insolvency or in liquidation proceedings and the receiver or liquidator after getting information about the assets and liabilities of the estate, claims in favour of such estate or company get barred to the detriment of the persons entitled to the benefit of the assets. To avoid this hardship the sub clause provides that the period between the filing of the petition for the winding up or adjudication and the appointment of the receiver (including interim receiver) or liquidator (including a provisional liquidator) and a period of three months thereafter (to enable present suit forming the subject-matter of appeal came to be filed on 8th December, 1972. Reckoning three years period from 19th December, 1968 would mean the suit ought to have been filed on or before 18th December, 1971. Section 458-A of the Companies Act reads as follows: "Notwithstanding anything in the Indian Limitation Act, 1908, or in any other law for the time being in force, in computing the period of limitation prescribed for any suit or application in the name and on behalf of a company which is being wound up by orders of Court, the period from the date of commencement of the winding up of the Company to the date on which the winding up order is made (both inclusive) and a period of one year immediately following the date of the winding up order shall be excluded". As against this, section 15(3) of the new Limitation Act of 1963 reads as follows: "In computing the period of limitation for any suit or application for execution of a decree by any receiver or interim receiver appointed in proceedings for the adjudication of a person as an insolvent or by any liquidator or provisional liquidator appointed in proceedings for the winding up of a company, the period beginning with the expiry of three months from the date of appointment of such receiver or liquidator, as the case may be, shall be excluded". If as per the section, a period of three months plus the number of days commen-cing from 21st January, 1970 to 30th April, 1970 are added on, the suit as filed on 3rd December, 1972 is beyond time. We will now have to determine which of the periods has to be applied. One thing cannot be gainsaid. There is no corresponding provision in the old Limitation Act of 1908 to section 15(3) of the new Limitations Act, 1963 which we have extracted above. Under those circumstances, when section 458-A of the Companies Act states notwithstanding anything in the Indian Limitation Act, 1908 two important aspects flow. Firstly, this non-obstante clause must be given its full effect. When it refers to the Indian Limitation Act, 1908, it means only the law on the subject. The reason for our holding so will be very clear from the following. In other words, section 458-A of the Companies Act must be construed as having overriding effect over the Limitation Act. That is the purport of the non-obstante clause. As to what prompted the incorporation of such a provision can be gathered from the report of the Law Commission and from the statement of objects and reasons. The report of the Law Commission states: "It is common knowledge that by the time a receiver or liquidator is appointed in insolvency or the liquidation proceedings and the receiver or the liquidator after getting information about the assets and liabilities of the estate settles down to the task of realising the assets of the estate, claims in favour of such estate or company get barred to the detriment of the persons entitled to the benefit of the assets. To avoid this hardship, we think it just that in respect of suits on behalf of an insolvent or a company in liquidation the period between the date of the filing of the petition for adjudication or winding up and the appointment of receiver or liquidator and a period of three months thereafter (to enable him to acquaint himself with the affairs of estate) should be excluded in computing the period of limitation for suits by or on behalf of an insolvents estate or the company. The benefit of this provision shall also ensure to any interim receiver or provisional Liquidator" The Statement of Objects and Reasons to the new Limitation Act of 1963 reads as under: "Sub Clause (3) is new. It is common knowledge that by the time a receiver or a liquidator is appointed in insolvency or in liquidation proceedings and the receiver or liquidator after getting information about the assets and liabilities of the estate, claims in favour of such estate or company get barred to the detriment of the persons entitled to the benefit of the assets. To avoid this hardship the sub clause provides that the period between the filing of the petition for the winding up or adjudication and the appointment of the receiver (including interim receiver) or liquidator (including a provisional liquidator) and a period of three months thereafter (to enable him to acquaint himself with the affairs of the estate) should be excluded". To this extent, there is absolutely no quarrel. But the new Limitation Act of 1963 repeals under section 32 as it origionally stood, the Indian Limitation Act, 1908. That is why it is stated, the Indian Limitation Act, 1908 is hereby repealed. This repeal itself was however repealed by Act 56 of 1974. Section 15 (3) of the Limitation Act talks of computation of limitation for any suit or application by any receiver or interim receiver appointed, in proceedings for the adjudication of a person as an insolvent or by liquidator or provisional liquidator. Therefore, it has got a wide scope of application in that even cases of insolvency are contemplated. Section 8 of "General Clauses Act, 1897 reads thus; "8. Construction of reference to repeal-ed enactment: (1) Where this Act, or any Central Act or Regulation made after the commencement of this Act, repeals and re-enacts with or without modification, any provision of a former enactment, then references in any other enactment or in any instrument to the provision so repealed shall, unless a different intention appears, be construed as references to the provision so re-enacted" Therefore, when the Companies Act under section 458-A incorporates by reference the provisions of the Indian Limitation Act, 1908 a repeal of that Limitation Act, does not affect the Companies Act or the provisions incorporated. In this case, there is no question of incorporation of a provision. In this case, there is no question of incorporation of a provision. It has obviously referred to the law on the subject viz., the Indian Limitation Act, 1908. If it is so construed, section 458-A of the Companies Act will have to prevail over the Limitation Act of 1963. The law on the subject has been succinctly laid down in G.P. Singhs ˜Principles of Statutory Interpretation, third edition at page 219: "Incorporation of earlier Act into later When an earlier Act or certain of its provisions are incorporated by reference into a later Act, the provisions so incorporated become part and parcel of the later Act as if they had been bodily transposed into it. The effect of incorporation is admirably stated by Lord Esher. M.R: If a subsequent Act brings into itself by reference some of the clauses of a former Act, the legal effect of that, as has often been held, is to write those sections into the new Act as if they has been actually written in it with the pen, or printed in it. The result is to constitute the later Act along with the incorporated provisions of the earlier Act, an independent legislation which is not modified or repealed by a modification or repeal of the earlier Act. As observed by Brett, J: where a statute is incorporated, by reference, into a second statute, the repeal of the first statute by a third does not affect the second, To the same effect is the statement by Sir George Lowndes; It seems to be no less logical to hold that where certain provisions from an existing Act have been incorporated into a subsequent Act, no addition to the former Act, which is not expressly made applicable to the subsequent Act, can be deemed to be incorporated in it, at all events if it is possible for the subsequent Act to function effectually without the addition. Ordinarily if an Act is incorporated in a later Act, the intention is to incorporate the earlier Act, with all the amendments made in it up to the date of incorporation. The rule that the repeal or amendment of the Act which is incorporated by reference in a later Act is not applicable for purposes of the later Act is subject to qualifications and exceptions". The rule that the repeal or amendment of the Act which is incorporated by reference in a later Act is not applicable for purposes of the later Act is subject to qualifications and exceptions". One case that may be usefully referred to in this connection is Ham Sarup v. Munshi 1 That was a case in which the Punjab Preemption Act, 1915 defined ‘agricultural land’ by reference to the definition of agricultural land as contained in the Punjab Alienation of Land Act, 1900. That Punjab Aliena-ation of Land Act, 1900 was repealed by the Adaptation of Laws (Third Amendment) Order, 1951, The Supreme Court held that the repeal of the Punjab Alienation of Land Act, 1900, had no effect on the continued operation of the Pre-emption Act and this expression agricultural land in the later Act had to be read as if the definition in the Alienation of Land Act had been bodily transposed into it. The Supreme Court observed as follows (at page 560) "The problem here raised is dependent upon the construction which the several 1. (1963) 3 S.C.R. 858 : A.I.R. 1963 S.C. 553. provisions which we have set out earlier would bear after the repeal of the Punjab Alienation of Land Act, 1900. One thing is clear and that is that the authority which enacted the repeal of the Punjab Alienation of Land Act did not consider that Punjab Act 1 of 1913 had itself to be repealed. We shall now consider the effect of the repeal of the Punjab Alienation of Land Act with reference to each of the provisions: (1) Definition of agricultural land under S. 3 (1): Where the provisions of an Act are incorporated by reference in a later Act, the repeal of the earlier Act has, in general, no effect upon the construction or effect on the Act in which its provisions have been incorporated. The effect of incorporation is stated by Brett L.J. in Clarke v. Bradlaugh 1 . Where a statute is incorporated by reference, into a second statute the repeal of the first statute by a third does not affect the second. The effect of incorporation is stated by Brett L.J. in Clarke v. Bradlaugh 1 . Where a statute is incorporated by reference, into a second statute the repeal of the first statute by a third does not affect the second. In the circumstances, therefore, the repeal of the Punjab Alienation of Land Act of 1900 has no effect on the continued operation of the Pre-emption Act and the expression agricultural land in the later Act has to be read as if the definition in the Alienation of Land Act had been bodily transposed into it." In Bajya v. Gopikabai 2the following observations which are apt for our case is found. "Broadly speaking, legislation by referential incorporation falls in two categories. First, where a statute by specific reference incorporates the provisions of another statute as of the time of adoption, Second, where a statute incorporates by general reference the law concerning a particular subject as a genus. In the case of the former, the subsequent amendments made in the referred statute cannot automatically be read into the adopting statute. In the case of the latter category, it may be presumed that the legislative intent was to in-clude all the subsequeut amendments, also, made from time to time in the generic law on the subject adopted by general reference. This principle of construction of a reference statute has been neatly summed up by Sutherland, thus: A statute-which refers to the law of a subject generally adopts the law on the subject as of the time the law is invoked. This will include all the amendments and modifications of the law subsequent to the time the reference statute was enacted (vide Sutherlands Statutory Construction, Third Edition, Corpus Juris Secondum p. 5208 also enunciates the same principles in these terms: Where the reference in an adopting statute is to the law generally which governs the particular subject, and not to any specific statute or part thereof, .........the reference will be held to include the law as it stands at the time it is sought to be applied with all the changes made from time to time, at least as far as the changes are consistent with the purpose of the adopting statute." Therefore, construed in the way that we have done, we are unable to accept the argument of Mr. U.N.R. Rao, who emphasised that it is the later law that will prevail. U.N.R. Rao, who emphasised that it is the later law that will prevail. In this case, we do not find any contrary intention, once the non-obstante clause is given its full scope and application Mohd. Usman v. Union of India 3will equally not be applicable in view of the above reasoning. 10. This is besides the question that the Companies Act is a special Act while . the Limitation Act is a general Act. In such a case, it is only the special Act that will prevail. 11. For all these reasons, we have no hesitation in upholding the judgment and decree of the trial Court. The appeal will be dismissed with costs. 12. The learned counsel for the appellant, after we pronounced the judgment, prays for leave to appeal to the Supreme Court. We do not think, that this is a fit case for the grant of leave since we have decided the case only with reference to the Supreme Court Rulings arising under section 8 of the General Clauses Act, Hence, leave is refused.