9911796707
|
Home
Issues Involved:
1. Validity of the allotment of 2,905 discount shares to Kamakhyalal Goenka. 2. Payment made by the appellants in respect of the shares standing in their respective names. 3. Liability of minors as contributories. Issue-wise Detailed Analysis: 1. Validity of the Allotment of 2,905 Discount Shares to Kamakhyalal Goenka: The primary argument was whether there was a valid allotment of 2,905 discount shares to Kamakhyalal Goenka. The appellants contended that there was no allotment or, if any, it was void. The court examined the evidence and concluded that the allotments were made with Kamakhyalal's knowledge and consent. The legality of these allotments was questioned under rule 94A of the Defence of India Rules, which requires Central Government consent for capital issues. However, the defect was cured by a subsequent condonation by the Central Government. The court further examined the validity under section 105A of the Indian Companies Act, which requires a resolution passed in a general meeting and court sanction for discount shares. The court found that these requirements were not fulfilled, but emphasized that the liability for contribution arises ex lege under section 156 of the Act, making the member liable regardless of the initial contract's validity. The court concluded that Kamakhyalal's name appearing in the register of members established his liability for contribution. 2. Payment Made by the Appellants: The appellants argued that the call money due had already been paid. The court reviewed the register and found discrepancies but noted that Kamakhyalal's name appeared as a member holding the 2,905 shares. Despite pencil entries and discrepancies, the contemporaneous statement sent to the Registrar of Joint Stock Companies confirmed the correctness of the entry. The court held that Kamakhyalal's statutory liability to contribute arose under section 156 of the Act, as he knowingly allowed his name to remain on the register without seeking its removal. 3. Liability of Minors as Contributories: The appellants raised a new contention that some contributories were minors, making the contracts void. The court noted that this plea was not raised earlier and found no evidence that the company was aware of the minors' status. Kamakhyalal, as the chairman, purchased the shares in the names of his family members, including minors, without disclosing their minority. The court held that even if the shares were in the names of minors, Kamakhyalal could be substituted as a contributory. The court referenced cases distinguishing situations where the company was aware of the minors and where it was not. The court concluded that Kamakhyalal's liability was joint and several for all shares standing in his and his family's names. Conclusion: The court dismissed the appeal, holding Kamakhyalal Goenka liable for the contribution, with costs. The judgment emphasized the statutory liability under section 156 of the Indian Companies Act, regardless of initial contractual irregularities, and allowed substitution of Kamakhyalal for his minor family members as contributories.
|
