Voluntary winding up claims: liquidator may sue without prior sanction, limitation runs from the call, and jurisdiction can follow winding up.

In voluntary winding up, a liquidator may sue in a representative capacity for unpaid share money on behalf of the company, and any misdescription of the plaintiff is curable if the substance of the action is clear. Prior court sanction is not required before instituting such a suit because the power to sue is not subject to the sanction regime attached to other liquidator powers. The liability enforced is a statutory debt arising on the liquidator's call, so limitation runs from the time fixed for payment of that call. Where the winding up event occurs at the forum place, that event may form part of the cause of action and support territorial jurisdiction.

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Issues: (i) Whether the suit was not maintainable because the liquidator was improperly described as plaintiff. (ii) Whether the liquidator needed sanction of the court before instituting the suit. (iii) Whether the claim for unpaid share money was barred by limitation. (iv) Whether the Nagpur court had territorial jurisdiction because part of the cause of action arose within its jurisdiction.

Issue (i): Whether the suit was not maintainable because the liquidator was improperly described as plaintiff.

Analysis: The liquidator was authorised to sue in the name and on behalf of the company under the Companies Act. The plaint description showed the capacity in which he sued, namely as liquidator for and on behalf of the company in voluntary liquidation. Even if there were any misdescription, it was curable and did not affect the substance of the action.

Conclusion: The objection to maintainability on the ground of plaintiff description failed and was against the applicant.

Issue (ii): Whether the liquidator needed sanction of the court before instituting the suit.

Analysis: In voluntary winding up, the liquidator's power to institute a suit was not controlled by the sanction requirement attached to other specified powers. The statutory scheme distinguished the power to sue from the powers for which sanction was expressly required, and the liquidator could proceed without first obtaining court sanction. Any complaint about misuse of power could be addressed under the provision enabling determination of questions arising in the winding up.

Conclusion: Sanction of the court was not necessary, and this objection was rejected.

Issue (iii): Whether the claim for unpaid share money was barred by limitation.

Analysis: The liability enforced on winding up was a statutory liability created by the winding up itself and not merely the original contractual obligation arising on subscription to the memorandum. The debt became payable on the liquidator's call, and limitation ran from the time fixed for payment of that call. A suit for recovery of such statutory debt was therefore governed by the limitation provision applicable to that new cause of action, not by the period applicable to the original contractual claim.

Conclusion: The claim was not time-barred and the plea of limitation failed.

Issue (iv): Whether the Nagpur court had territorial jurisdiction because part of the cause of action arose within its jurisdiction.

Analysis: The winding up and appointment of the liquidator were decided at Nagpur, and the suit was founded on the statutory liability that arose upon that winding up. Since the occurrence of the winding up event was part of the cause of action pleaded, that part arose at Nagpur and supplied territorial jurisdiction to the trial court.

Conclusion: The Nagpur court had jurisdiction to try the suit, and this objection failed.

Final Conclusion: All preliminary objections were rejected, and the revision applications failed.

Ratio Decidendi: In a voluntary winding up, the liquidator may sue for recovery of statutory contributory liability without prior court sanction; the liability arises ex lege on winding up, limitation runs from the liquidator's call, and the place where the winding up event occurs may furnish part of the cause of action for jurisdiction.

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