Calls on shares of the same class must be made on a uniform basis.
Same class definition: Shares with the same nominal value but different calls and paid-up value are NOT treated as being of the same class.
The decision on the call amount rests with the Board, subject to AOA and terms of issue.
### 2. Calls-in-Advance – Section 50
A company, if authorised by AOA, may accept the whole or part of unpaid amount on shares from a member even when no such part has been called up.
Consequences:
The advance payment does not entitle the member to more voting rights than other members until all members have been called to pay.
Interest may be paid on the advance amount if AOA permits. The rate permitted by AOA can be varied by shareholders in a general meeting.
### 3. Dividend in Proportion to Paid-Up Capital – Section 51
For equity shares: a company may, if authorised by AOA, pay dividend in proportion to the amount paid-up on each share. If AOA is silent, dividends are paid on face value (equally).
For preference shares: dividend is always paid at a fixed rate.
Worked example
### Example 1
Example: S Ltd. issued equity shares of ₹100 each, partly paid at ₹50, and the Board makes a further call of ₹30.
Case (a): Ram has not paid the ₹30 call. The Board demands the entire unpaid amount of ₹50 from Ram alone. Is this valid?
Solution: No. A selective demand on a single shareholder is invalid. Calls must be made uniformly across all shareholders of the same class.
Case (b): Karan voluntarily pays the entire unpaid amount of ₹50 in advance. Is this valid?
Solution: Yes, if the AOA permits. Karan may also be paid interest on the advance (if AOA allows) and dividend in proportion to the amount paid-up on his shares. However, he will not gain additional voting rights until every member has been called to pay the same amount.
⚠️ Common exam mistakes
Equating 'same nominal value' with 'same class' — different calls/paid-up amounts make them different classes for the purposes of Section 49.
Believing calls-in-advance increase voting power immediately — they do not, until all members are called.
Forgetting that AOA authorisation is required for both accepting calls-in-advance and paying interest on it.
Treating preference dividend as variable — it is always a fixed rate, irrespective of paid-up amount.
Bare-Act text Sections 49, 50 and 51 · 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. Section 50(1): A company may, if so authorised by its articles, accept from any member, the whole or a part of the amount remaining unpaid on any shares held by him, even if no part of that amount has been called up. Section 50(2): A member of the company limited by shares shall not be entitled to any voting rights in respect of the amount paid by him under sub-section (1) until that amount has been called up.