1962 (2) TMI 24 - HC - Companies Law

Summary

Issues:
1. Whether the respondent is not liable to be placed on the list of contributories for the amount claimed against him?
2. Whether the claim of the official liquidator is barred by time?

Analysis:

Issue 1: Liability of Contributories
The case involves the settlement of the list of contributories of a company in liquidation under section 184 of the Indian Companies Act, 1913. The official liquidator contended that out of 54 contributories, 32 had paid the share money in full, while the remaining 22 had only paid 10% and were liable for the balance. The principal objection raised was that the objectors had paid the entire share money due from them and were not liable. The official liquidator argued that some shareholders had fraudulently manipulated accounts to appear fully paid. The court framed issues to decide the liability of the contributories based on the objections filed.

Issue 2: Limitation of Claims
Regarding the limitation of claims, the respondents argued that the calls made by directors were payable at intervals, and payments were made before due dates. The respondents relied on Article 112 of the Limitation Act, stating that the period for a suit for call realization is three years from the due date. They contended that the period of limitation started when the final call fell due, and any fraud should have been known by the directors by then. The official liquidator argued that the statutory liability under section 156 of the Companies Act is not subject to contract law limitations. The court held that the liability to contribute under section 156 is statutory and not contractual, allowing recovery of unpaid calls even if barred by limitation. The court rejected the respondents' limitation argument based on fraud and upheld the official liquidator's right to call upon contributories for the deficiency in call money.

In conclusion, the court settled the list of contributories, holding them liable for the amounts noted against each respondent based on the official liquidator's claim. The judgment clarified the statutory nature of liability under the Companies Act, allowing recovery irrespective of contractual limitations, and rejected the limitation defense based on fraud.