Section 296: Power of Tribunal to make calls

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Statutory Defined Terms in this Section: (Click any term for official legal definition)

Legal Commentary & Landmark Judgments: Section 296

Section 296 of the Companies Act, 2013 vests the Tribunal with plenary power, at any time after making a winding up order, to make calls on all or any settled contributories to satisfy corporate debts, liquidation expenses, and adjust inter se rights.

  • Plenary Power to Make Calls: The Tribunal may, at any time after making a winding-up order and either before or after ascertaining the sufficiency of company assets, make calls on all or any contributories settled on the list.
  • Statutory Purposes of Calls: Calls may be made to the extent of contributory liability for satisfying corporate debts and liabilities, defraying the costs, charges, and expenses of winding up, and adjusting the rights of contributories inter se.
  • Summary Enforcement by Tribunal Order: The Tribunal is empowered to order the payment of any call so made, creating a specialty statutory debt enforceable by summary execution without filing separate recovery suits.
Key Landmark Precedents:
  • Bhagwati Prasad v. Shiromani Sugar Mills Ltd., AIR 1949 All 195: The Allahabad High Court held that upon the passing of a winding up order, the contractual liability to pay unpaid call money is extinguished and replaced by a fresh, absolute statutory liability to pay calls made by the court under the Act.
  • Jagannath Prasad v. Official Liquidator, AIR 1938 All 613: The High Court affirmed that the company court may make calls before the assets are fully realized if it appears probable that existing realizations will be insufficient to discharge liabilities and administration expenses.
Courtroom Practice & Strategic Litigation Guidance:

When the liquidator's Section 281 report reveals a substantial deficit in corporate assets to satisfy admitted liabilities, the liquidator must move an application under Section 296 for making calls on partly-paid shareholders. Counsel should attach the settled list of contributories and calculation of projected shortfall to obtain immediate call orders enforceable under the NCLT's recovery powers.