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Issues Involved:
1. Barred by limitation 2. Proper resolution by the board of directors for making the call 3. Exclusion of certain periods under Section 458A of the Companies Act 4. Merits of the respondents' contentions regarding unpaid call amounts Issue-wise Detailed Analysis: 1. Barred by Limitation: The respondents contended that the claims were barred by limitation under Article 137 of the Limitation Act, which prescribes a three-year period from the date of the winding-up order. The winding-up commenced on February 20, 1981, and the order was passed on March 23, 1982. The claims were filed on April 7, 1987. The liquidator argued that under Section 458A of the Companies Act, the period of pendency of the winding-up petition (1 year, 1 month, and 2 days) and one year following the winding-up order should be excluded from the limitation period. This exclusion would extend the last date for filing the claims to April 24, 1987. The court agreed with this interpretation, holding that the liquidator is entitled to add both periods specified in Section 458A to the three-year period prescribed in Article 137. Thus, the claims were not barred by limitation. 2. Proper Resolution by the Board of Directors for Making the Call: The respondents argued that there was no proper resolution by the board of directors for making the call. Specifically, they contended that the calls made on February 12, 1977, and April 5, 1977, were suspicious and lacked proper resolutions. The court examined the minutes of the board meetings and found that the resolutions were indeed passed, although there were some corrections in the minutes book. The court noted that one of the respondents, who was a director, attended several board meetings where these resolutions were passed but did not testify to explain the discrepancies. Therefore, the court rejected the respondents' contention. 3. Exclusion of Certain Periods under Section 458A of the Companies Act: Section 458A of the Companies Act allows for the exclusion of the period from the commencement of the winding-up to the date of the winding-up order and one year immediately following the winding-up order in computing the period of limitation. The court cited various precedents, including the Supreme Court's decision in Kerala State Electricity Board v. T.P. Kunhaliumma and the Delhi High Court's decision in Faridabad Cold Storage v. Official Liquidator of Ammonia Supplies Corporation (P.) Ltd., to support the interpretation that both periods should be excluded. Thus, the court held that the liquidator was entitled to add these periods to the three-year limitation period under Article 137. 4. Merits of the Respondents' Contentions Regarding Unpaid Call Amounts: On the merits, the respondents contended that they had already remitted substantial amounts without proper calls and that the calls made were subsequently canceled. The court examined the share ledgers and minutes of the board meetings and found that the respondents had indeed remitted amounts but were still liable for the unpaid call amounts. The court noted that the respondents did not provide sufficient evidence to support their claims of improper calls and cancellations. Therefore, the court decreed the claims for the respective principal amounts together with interest at six percent per annum from the date of filing the claim (April 7, 1987) until the date of payment, along with costs. Conclusion: The court concluded that the claims were not barred by limitation, the resolutions for making the calls were proper, and the liquidator was entitled to exclude the specified periods under Section 458A of the Companies Act. On the merits, the respondents' contentions were not accepted, and the claims were decreed with interest and costs.
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