Unpaid-call liability on winding up is a fresh statutory liability recoverable by liquidators, not defeated by earlier limitation.

On winding up, unpaid-call liability of present and past shareholders was treated as a fresh statutory liability recoverable by liquidators under section 156(1) of the Indian Companies Act, subject only to the stated exceptions. The past-member exception for persons who had ceased to be members one year or more before commencement of winding up did not apply. Even where the Limitation Act governed the claim, the applicable period was treated as Article 120 of the First Schedule, running from default, so the recovery applications were within time. The earlier bar against recovery from the company itself was therefore not accepted as defeating liquidation recovery.

---

---

Issues: (i) Whether, on the winding up of a company, the liability of shareholders for unpaid calls becomes a new statutory liability recoverable by the liquidators notwithstanding that the claim might otherwise be time-barred. (ii) If the Limitation Act applied, whether the liquidators' applications for recovery were barred by time.

Issue (i): Whether, on the winding up of a company, the liability of shareholders for unpaid calls becomes a new statutory liability recoverable by the liquidators notwithstanding that the claim might otherwise be time-barred.

Analysis: Section 156(1) of the Indian Companies Act imposed liability on present and past members to contribute to the assets of the company on winding up, subject only to the specified exceptions. The relevant exception for a past member who had ceased to be a member one year or more before commencement of winding up did not apply. The liability for unpaid calls was treated as a fresh statutory liability arising on liquidation, and authorities were relied on for the proposition that such liability could be enforced by the liquidators even where recovery against the company itself might be barred.

Conclusion: The unpaid-call liability survived and was enforceable by the liquidators; the objection based on prior limitation did not succeed.

Issue (ii): If the Limitation Act applied, whether the liquidators' applications for recovery were barred by time.

Analysis: The contrary decision relied on Article 115 was not accepted. Even on the footing that the Limitation Act governed such a claim, the applicable rule was treated as Article 120 of the First Schedule to the Limitation Act, with time running from the date of default. On that basis, the applications were within the prescribed period.

Conclusion: The applications were not time-barred.

Final Conclusion: The appeals succeeded, and the orders against the contributories were set aside in favour of recovery by the liquidators.

Ratio Decidendi: On winding up, unpaid-call liability becomes a statutory liability enforceable by the liquidator, and such recovery is not defeated by the earlier bar of limitation applicable against the company itself.

---