1937 (10) TMI 5

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....84 ordered that the present appellants among others should be included therein. This Company was registered on 20th November 1929. The Memorandum and Articles of Association and a declaration of their willingness to be directors were signed by the present appellants among others on 19th November 1929. The learned Judge who held that the appellants were liable to be placed on the list of contributories set out the following proposition of law as the ground of his decision : "It is we11 settled that signatories to the Memorandum of Association of a Company become the first members of the Company as from the date of incorporation mentioned in the Registrar's certificate. They are deemed to have agreed to become members of the Company and on....

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....s to the general powers of Directors and includes the "power to accept from any member, on such terms and conditions as shall be agreed, a surrender of his shares or any part thereof". The learned Advocate for the appellants however has been wholly unable to satisfy us that the appellants at any time surrendered their shares or that any such surrender was at any time accepted by the Directors of the Company. The learned Advocate referred us in support of his contention to Exs. 32/24 and 32/23. The first of these is a letter addressed to the Directors of the Makran Coast Steam Navigation Co. Ltd., by three of the present appellants in which they state that f r the reasons mentioned in the letter, they are unable to allow their names to be....

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.... were Ladharam Jeoomal and Jhamandas Khubchand.......... We decided to release all the four Directors from their liability to pay for the shares. Vazirmal was one of those who was released from his liability." This is directly contradictory to the statement made by the witness before the Official Liquidator. No documentary evidence has been produced in support of the statement, and we cannot for a moment, therefore accept a statement of this kind coming from the mouth of a witness such as Raghunath Sonalkar who along with his brother Dattatraya has been described by the learned Judge of the Court below as "two inexperienced raw and penniless youths". There is therefore in our opinion no substance in the contention put forward by the lear....