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TMI Blog1940 (4) TMI 22X X X X Extracts X X X X X X X X Extracts X X X X ..... t representations were made to them by Ramanath Das, who was the promoter of this company, and that they were induced by those representations to become shareholders, the allegation being that prior to the incorporation of the company Ramanath Das showed each of them a draft memorandum and articles of association with regard to which they made various suggestions for amendment. They consented to become shareholders on condition that these suggestions were included in the memorandum and articles of association, but subsequently found that the memorandum and articles of association eventually filed were different to the draft memorandum and articles of association which had been shown to them, and did not embody their suggestions. The answer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... share-holders, in addition to relying upon the facts stated in the affidavits, has raised a point of law, namely that a number of calls had been made from time to time by the company prior to the winding up and had not been paid by either of these share-holders and had become barred by limitation. Therefore, he argued that it would not be proper to put their names upon the list of contributories because they were no longer liable to subscribe anything to the assets of the company in respect of calls or otherwise. The answer to this is that S. 156, Companies Act, creates a new liability which provides that in the event of a company being wound up, every member shall be liable to contribute to the assets of the company to an amount sufficient ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assets of the company to an amount sufficient for payment of the debts and liabilities of the company" the terms for all practical purposes being the same as in Section 156, Companies Act. The learned Master of the Rolls went on to say as follows: "That is anew liability he is to contribute: It is a new contribution. It is a mistake to call that a debt due to the company. It is no such thing. It is not as has been supposed in any shape or way a debt due to the company, but it is a liability to contribute to the assets of the company; and when we look further into the Act, it will be seen that it is a liability to contribution to be enforced by the liquidator. It is quite true that a call made before the winding up is a debt due to the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Electric Trainways Co., Ltd. [1873] L.R. 5 H.L. 711 is not in any way inconsistent with the judgment to which I have just referred. Their Lordships of the Privy Council were therein dealing with a case under section 186 of the Act, and Lord Russell of Killowen on p. 390 Specifically distinguished and excluded from his judgment questions arising out of the statutory liability created under section 156. The result is that these objections must be disallowed and the names of these two shareholders must be included in the list of contributories. The liquidator is entitled to cost against both the shareholders, the taxing officer will bear in mind that there has been only one heating with regard to both the applications. - - TaxTMI - TMITa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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