# Calls on Shares and Incidental Matters
A call is a demand by the company on its shareholders to pay the unpaid portion of their partly paid-up shares. Calls are governed by Sections 49, 50, and 51.
## 1. Introduction (Section 49)
### What is a Call?
A call is the mechanism through which the company enforces the liability of a shareholder to pay the full value of partly paid-up shares.
### Statutory Basis
- Section 10(2): Money payable by a shareholder under the MOA/AOA is a debt to the company.
- The liability only arises after a valid call has been made.
### Related Sections
| Section | Subject |
|---|---|
| Sec 49 | Uniformity of calls |
| Sec 50 | Calls in advance |
| Sec 51 | Dividends on paid-up capital |
## 2. Section 49 — Calls Must Be on Uniform Basis
### Rule
Calls must be made uniformly on all shareholders within the same class of shares.
### Exception
Shares of the same nominal value but with different paid-up amounts do NOT fall in the same class for purposes of uniform calls.
### Voluntary Part Payment
A shareholder may voluntarily tender part of a call amount, and the company is obligated to accept it.
## 3. Section 50 — Calls in Advance
### Conditions
- The AOA must authorise acceptance of calls in advance.
- The company may accept amounts which have not yet been called up.
### Effect on Voting
- Calls received in advance do NOT confer voting rights until the amount is officially called up.
- However, the company may pay interest on calls in advance, as per AOA.
## 4. Section 51 — Dividends on Paid-Up Capital
### Pro-rata Dividend
- If the AOA permits, dividend may be paid proportionately to the paid-up amount on shares.
- The Board may decide pro-rata dividend distribution when all equity shares are not equally paid up.
### Including Calls in Advance
Calls in advance can be included in the paid-up amount for proportional dividend calculation (subject to AOA).
### Preference Shares
Preference share dividend is always paid at a fixed rate — pro-rata principle does not change this.
## Visual Summary
```
CALLS — Sections 49, 50, 51
│
├── Sec 49: UNIFORM CALLS
│ └── Same class → Equal calls
│ └── Partial payment must be accepted
│
├── Sec 50: CALLS IN ADVANCE
│ ├── Needs AOA authorisation
│ ├── No voting rights on advance amount
│ └── Interest payable (per AOA)
│
└── Sec 51: PRO-RATA DIVIDEND
├── On paid-up capital (incl. advance, if AOA)
└── Preference: always fixed rate
```
## Key Difference: Call vs Advance
| Feature | Call | Call in Advance |
|---|---|---|
| Initiation | By company | By shareholder |
| Liability | Mandatory once made | Voluntary |
| Voting rights | Immediately | NOT until called |
| Interest payable | No | Yes (per AOA) |