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Issues:
1. Recovery of unpaid call money from both defendants. 2. Legality of a resolution passed at a general meeting. 3. Liability of husband for shares held by wife. Analysis: 1. The plaintiff, a registered company, sought to recover unpaid call money from both defendants, the husband and wife. The suit was based on the premise that the wife was a benamidar for the husband regarding the shares. The legality of a resolution passed at a general meeting was also in question, which restricted the Directors from demanding share money without shareholder consent. Both lower courts ruled in favor of the plaintiff regarding the resolution's validity, a decision unchallenged in the appeal. 2. The central issue revolved around whether the plaintiff could hold both defendants liable for the unpaid call money. The courts determined that the plaintiff's remedy was against the wife alone, listed in the company's register of members. The husband was dismissed from the suit by both lower courts. The appellant contended that if the wife was a benamidar for the husband, he should also be held liable. However, the Companies Act mandates companies to rely on their register of members, not delve into external rights. The Act specifies that only registered holders are entitled to shareholder rights and liabilities. 3. The appellant argued that equity principles should apply when the company is a party to disputes involving share ownership. Citing English law precedents, it was emphasized that registered holders are solely liable for shares, regardless of beneficial ownership. Cases like Cree v. Somervail and In re Parkins supported this stance. The appellant's reliance on Rainford v. James Keith and Blackman Company, Ltd. was deemed irrelevant, as the present case involved a dispute solely between the company and its shareholder listed in the register. The court upheld the lower courts' decision, dismissing the appeal and affirming the husband's non-liability for the shares held by the wife.
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