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TMI Blog1940 (12) TMI 19X X X X Extracts X X X X X X X X Extracts X X X X ..... d not comply with the calls made upon them, he applied to this Court for an order under section 216 of the Indian Companies Act. Of the nineteen respondents, respondents 1 to 8 and the father of the nineteenth respondent signed the momorandum of association in respect of the shares subscribed for by them, but had not paid for their shares. The other respondents to the petition were not signatories to the memorandum of association but had not paid what was due by them on the allotment of their shares. The application was heard by Mockett, J., who refused to make any order against the respondents and directed the liquidator to file suits to recover the amounts which he claimed. In dismissing the petition, the learned Judge held that the appel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the event of the company going into liquidation, be placed upon the list of contributories and the liquidator can make a call upon him for what is due, in which case the Court can enforce the call without requiring the liquidator to institute a suit. section 156 (1) of the Indian Companies Act s ays:-- "In the event of a company being wound up, every present and past member shall, subject to the provisions of this section be liable to contribute to the assets of the Company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following". Then follow seven qualification ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ended by Mr. Ramaswami Ayyar that a debt which could not have been made the subject of a call by the directors cannot be made the subject of a call by the liquidator. But this contention ignores the plain wording of section s 156 and 158. If a person is rightly placed on the list of contributories, the liquidator can make a call upon him and we see nothing in the Act or in the authorities which lends the slightest support to the suggestion that the respondents here were not rightly placed on the list of contributories, subject of course to their answers which have not yet been the subject of inquiry. In Lindley's Law of Companies 6th Edition, page 573, , there is this passage:-- "There are two kinds of calls. First there are those calls w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... new liability as regards the shareholders; and that section alone, for this purpose, regulates their liability". In In re Hull and County Bank [1880] 15 Ch. D. 507, at 511, which was decided two years later, Jessel, M. R., said:-- "Now, what is the position of the applicant? Taking it in the most favourable way for him, he has been induced to become a shareholder by fraudulent misrepresentation. Can he after winding up be relieved? I think he cannot. The first ground to be considered is this, that the winding up order entirely alters the positions of the parties--that is, it makes the shareholders contributories, and contributories in a totally different way in some respects as regards the debts and liabilities of the concern from what th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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