# Calls on Shares — Sections 49 to 51

## Concept of a 'call'

A call is a demand by the company on shareholders to pay the unpaid balance on partly paid-up shares. The shareholder's statutory liability to pay the full amount is enforced by making calls.

### Key statutory backing

Section 10(2): All money payable by any member to the company under MOA/AOA is a debt due from him.
However, liability crystallises only when a valid call is made.

## Section 49 — Calls on shares of same class must be made on uniform basis

### Rule of uniformity

1. Calls shall be made on a uniform basis on all shares falling under the same class.

2. Usually, shares with the same nominal value are of the same class.

3. Exception: Shares of the same nominal value on which different sums have been paid shall NOT be deemed to fall under the same class for the purposes of Section 49.

## How calls fit with related provisions

Section	Topic
Section 49	Calls on uniform basis — same class
Section 50	Calls in advance — accept/refuse; no voting rights on advance
Section 51	Payment of dividends in proportion to paid-up amount (where authorised)

## Step-by-step procedure for a valid call

1. Board resolution authorising the call (per AOA).

2. Notice to all shareholders of the same class — uniformly fixing call amount, due date, place.

3. Recording in the register of members.

4. On default — interest, forfeiture, lien (as per AOA), subject to Act.

## Why 'uniformity' matters

Uniformity ensures equality of treatment within a class. Without it, the Board could discriminate among shareholders of the same class — inviting capital-market mistrust and breach of equality principle in company law.

Worked example

### Example 1

Example 1 — Uniform basis

A Ltd issued 1,00,000 equity shares of ₹10 each, ₹6 paid-up. The Board calls ₹2 per share from Mr. P (a director) only and not from other holders. Is this valid?

Answer: No. Section 49 requires calls to be made on a uniform basis on all shares of the same class. Selective calls are invalid.

### Example 2

Example 2 — Different paid-up amounts

A Ltd has issued equity shares of ₹10 each. On 50,000 shares, ₹8 is paid-up; on another 50,000 shares, ₹5 is paid-up. Is a uniform call possible on all 1,00,000 shares?

Answer: No. By the Explanation to Section 49, shares with different paid-up amounts (though same nominal value) are not treated as the same class. Separate calls are required for each sub-class.

### Example 3

Example 3 — Debt vs Call

Mr. Q has subscribed for 1,000 partly paid-up shares of ₹10 each (₹5 paid). The company has not yet made a call. Can the company sue Mr. Q for the unpaid ₹5,000?

Answer: No. Although the unpaid amount is a debt under Section 10(2), liability crystallises only when a valid call is made. Until then, the company cannot demand the balance.

⚠️ Common exam mistakes

Treating all shares of the same nominal value as one class — the Explanation excludes shares with different paid-up amounts.
Believing shareholders are immediately liable for the unpaid amount on shares — liability arises only on a valid call.
Selectively calling for unpaid amounts from some shareholders of a class — this violates the uniformity rule.
Forgetting the AOA must authorize the Board to make calls.
Confusing calls (Section 49) with calls in advance (Section 50) — calls are demanded by the company; calls in advance are voluntary payments by shareholders.

Bare-Act text Sections 49, 50, 51 read with Section 10(2) · Companies Act, 2013 · click to expand

Section 49 — Where any calls for further share capital are made on the shares of a class, such calls shall be made on a uniform basis on all shares falling under that class. Explanation — For the purposes of this section, shares of the same nominal value on which different amounts have been paid-up shall not be deemed to fall under the same class. Section 10(2) — All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company.

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Calls on Shares — Section 49 (Uniformity)

Worked example

⚠️ Common exam mistakes