1. This objection like many others of the same kind raises the question whether mere debtors of a Company in liquidation can be brought on the list of contributories.
2. It appears that the liquidators of the Allahabad Union Bank in liquidation have prayed to this Court that there should be prepared two lists of contributories, one containing the names of defaulting shareholders and the other containing the names of debtors who have contracted loans and are liable to pay money to the Company and, therefore, to the liquidators. The question raised is one of importance and I am told by the learned Counsel appearing on both sides that there is no authority in India directly dealing with the point.
3. The word 'contributory' is defined in Section 158 of the Companies Act as every person liable to contribute to the assets of a Company in the event of its being wound up, and in all proceedings for determining and in all proceedings prior to the final, determination of the persons who are to be deemed contributories, includes any person alleged to be a contributory. Section 156 lays down the liability of certain persons to contribute to the assets of the Company. It has been urged on behalf of the objector that people who are mentioned in Section 156 are the contributories and it has been urged on behalf of the liquidators that if that were so it would have been enough for the Legislature to say so in Section 156 itself.
4. In my opinion the words underlined in Section 158 conclude the matter. A debtor of a Company is liable to pay, at all times, never mind whether the Company is going on or it has gone into liquidation. If that be so, it cannot be said that the debtors are liable to contribute to the assets of the Company, in the event of its being wound up.
5. It is conceded by the learned Counsel appearing for the liquidators that the whole scheme of the Companies Act of India is based on the Companies Act of England and that several sections including Section 158 have been bodily borrowed from the English Act. It is also conceded that in England it has been definitely ruled that the word 'contributory' does not include a debtor. In. view of these facts being conceded, I do not think it necessary to quote the authorities that have been quoted, on objector's behalf, before me. It being the case then that the Indian Law is in the English language, that the law has been borrowed from England and that the English authorities do not allow a debtor to come within the word 'contributory', it will be too much to expect a Court in India to depart from, the English authorities and to hold that--a debtor comes within the term contributory.
6. I accordingly allow the objection and dismiss the petition of the liquidators to bring the applicant on the list of contributories. The objector will get his costs from the liquidators and the liquidators, having acted in good faith, will be entitled to be re-couped out of the assets of the Company.