Limitation for unpaid share calls runs from forfeiture; liquidator's statutory power to sue was upheld, but pre-suit interest was denied.

A suit to recover unpaid share calls was held within limitation because time ran from forfeiture, not from the earlier date when the calls became due. The voluntary liquidator was found to have statutory authority to sue for recovery of company assets without an express resolution, and the directors' later objection did not defeat that right. A new plea that forfeited shares ought to have been sold was not entertained in second appeal. Interest was not recoverable for the period between forfeiture and suit, as there was no contractual or statutory basis once the defendant ceased to be a shareholder; the decree was varied only to exclude that pre-suit interest.

---

---

Issues: (i) whether the suit for recovery of unpaid share calls was barred by limitation and whether time ran from the date the calls became due or from the date of forfeiture; (ii) whether the voluntary liquidator had authority to institute the suit without an express resolution conferring that power; (iii) whether the alleged consent or objection of directors affected the liquidator's right to sue; (iv) whether the plea that the directors ought to have sold the forfeited shares could be raised in second appeal; and (v) whether interest was recoverable for the period between forfeiture and institution of the suit.

Issue (i): whether the suit for recovery of unpaid share calls was barred by limitation and whether time ran from the date the calls became due or from the date of forfeiture.

Analysis: The right to recover the unpaid amount was treated as arising in the context of the forfeiture, and the suit having been brought within three years from that date, the claim was held to be in time. The provision relied upon by the appellant did not displace the rule applied by the Court, and the applicable article of the Limitation Act supported the suit.

Conclusion: The suit was within limitation and this plea failed against the appellant.

Issue (ii): whether the voluntary liquidator had authority to institute the suit without an express resolution conferring that power.

Analysis: The powers and consequences of voluntary winding up were held to be governed by the Companies Act, and the absence of an express resolution authorising suits did not take away powers conferred by law on the liquidator. As there was no express prohibition, the liquidator was not restricted from suing to recover the company's assets.

Conclusion: The liquidator had authority to institute the suit and this objection failed against the appellant.

Issue (iii): whether the alleged consent or objection of directors affected the liquidator's right to sue.

Analysis: The Court treated the director's subsequent letter as incapable of defeating the liquidator's statutory right to sue, particularly when the suit had already been instituted after waiting for a response. The statutory power of the liquidator was not made dependent on the later communication relied upon by the appellant.

Conclusion: The directors' letter did not bar the suit and this contention failed against the appellant.

Issue (iv): whether the plea that the directors ought to have sold the forfeited shares could be raised in second appeal.

Analysis: The contention was not entertained because it was a new factual and legal plea sought to be advanced for the first time in second appeal.

Conclusion: The plea was rejected and no relief was granted on this ground.

Issue (v): whether interest was recoverable for the period between forfeiture and institution of the suit.

Analysis: The Court held that there was no contractual basis or legal provision supporting interest after forfeiture and before suit. Interest payable under the relevant Table A article was treated as interest payable in the character of a shareholder, and once the share was forfeited the defendant ceased to be a shareholder.

Conclusion: Interest for the period after forfeiture and before suit was not recoverable and this plea succeeded in favour of the appellant.

Final Conclusion: The decree was varied only to exclude pre-suit interest after forfeiture, while the recovery of the principal sum for unpaid calls was upheld.

Ratio Decidendi: In the absence of a contract or statutory provision, interest is not recoverable on unpaid share calls for the period after forfeiture and before suit, and the liquidator's statutory authority to sue in voluntary winding up does not require an express enabling resolution where the law itself confers that power.

---