1. As soon as may be after the passing of a winding up order by the Tribunal, the Tribunal shall settle a list of contributories, cause rectification of register of members in all cases where rectification is required in pursuance of this Act and shall cause the assets of the company to be applied for the discharge of its liability:
Provided that: where it appears to the Tribunal that it would not be necessary to make calls on or adjust the rights of contributories, the Tribunal may dispense with the settlement of a list of contributories.
2. In settling the list of contributories, the Tribunal shall distinguish between those who are contributories in their own right and those who are contributories as being representatives of, or liable for the debts of, others.
3. While settling the list of contributories, the Tribunal shall include every person, who is or has been a member, who shall be liable to contribute to the assets of the company an amount sufficient for payment of the debts and liabilities and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, subject to the following conditions, namely:—
a. a person who has been a member shall not be liable to contribute if he has ceased to be a member for the preceding one year or more before the commencement of the winding up;
b. a person who has been a member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;
c. no person who has been a member shall be liable to contribute unless it appears to the Tribunal that the present members are unable to satisfy the contributions required to be made by them in pursuance of this Act;
d. in the case of a company limited by shares, no contribution shall be required from any person, who is or has been a member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as such member;
e. in the case of a company limited by guarantee, no contribution shall be required from any person, who is or has been a member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up but if the company has a share capital, such member shall be liable to contribute to the extent of any sum unpaid on any shares held by him as if the company were a company limited by shares.
Legal Commentary & Landmark Judgments: Section 285
Section 285 governs the settlement of the statutory list of contributories and the collection and application of corporate assets by the Company Liquidator during winding up.
In settling the list, the Tribunal distinguishes between persons who are contributories in their own right and persons who are contributories as representatives of or liable for the debts of others.
Section 285 operationalizes asset recovery in liquidation. Shareholders holding partly-paid shares are placed on the 'A-list' of contributories to pay outstanding calls; past shareholders who transferred shares within one year prior to winding up may be placed on the 'B-list' if existing members cannot satisfy corporate debts.