1955 (4) TMI 22

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....ime when the company was being formed in which he was to become one of the original directors. The original memorandum and articles of association of the company filed with the Registrar of the Joint Stock Companies show that Sampuran Singh along with six other persons signed at two separate and distinct places an undertaking to take 50 shares in the company, and the articles of association show that this was the minimum qualification for becoming a director, and in article 20 the name of Sampuran Singh is printed as No. 1 in the list of the first directors of the company. The case of Sampuran Singh is that he is not liable to be made a contributory in respect of 50 shares because at the time when he signed the memorandum and articles....

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....ng that, whether Sampuram Singh ever had any intention of taking any shares or not, he signed an agreement in the articles and memorandum that he would take 50 shares which was the minimum qualification for becoming a director. There can in fact be no doubt that he did act as a director although one of his witnesses denied that he ever became a director, since he himself has admitted that he attended some of the directors' meetings and even presided at times. In support of his contention that once Sampuran Singh signed an agreement in the memorandum and articles to take 50 shares in the company and duly became and acted as a director, he is liable as a contributory in respect of these 50 shares whether he ever had any real intention of t....

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....ned at the first ordinary meeting held in 1867 and when the company was wound up in 1874 the Master of the Rolls held that Forbes must be settled on the list of contributories for 50 shares although he had never applied for any shares nor were any ever allotted to him, nor was he ever placed on the register of shareholders. On the other hand in the English cases cited on behalf of the respondent In re Florence Land and Public Works Company [1885] 29 Ch. D. 421 , and In re Premier Underwriting Association Ltd. (No. 2) [1913] 2 Ch. 81, the facts appear to be entirely different. In Synemodelux Ltd., Tinnevelly v. K. Vannamuthu Pillai AIR 1939 Mad. 498, Burn J. has held that although in the case of a person who subscribes to the memorandum o....