1. The Tribunal may, at any time after passing of a winding up order, pass an order requiring any contributory for the time being on the list of contributories to pay, in the manner directed by the order, any money due to the company, from him or from the estate of the person whom he represents, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Act.
2. The Tribunal, in making an order, under sub-section (1 ), may,
a. in the case of an unlimited company, allow to the contributory, by way of setoff, any money due to him or to the estate which he represents, from the company, on any independent dealing or contract with the company, but not any money due to him as a member of the company in respect of any dividend or profit; and
b. in the case of a limited company, allow to any director or manager whose liability is unlimited, or to his estate, such set-off.
3. In the case of any company, whether limited or unlimited, when all the creditors have been paid in full, any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call.
Legal Commentary & Landmark Judgments: Section 295
Section 295 of the Companies Act, 2013 empowers the Tribunal to issue summary payment orders directing any contributory on the list to pay any moneys due from him to the company, regulating the statutory extent and prohibition of set-off against calls.
In liquidation proceedings, when a contributory attempts to resist an order for payment of unpaid share money or contractual dues by claiming a reciprocal set-off for unsecured loans advanced to the company, counsel for the liquidator must cite Grissell's Case and Section 295(2) to demonstrate that statutory capital obligations must be discharged in full prior to any dividend distribution.