Chapter IV - Share Capital and Debentures
Section 49
Section 49: calls on a uniform basis
A call for further share capital on a class of shares must be made uniformly on all shares in that class.
On this page
Need advice on Section 49?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
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.
Introduction
Section 49 prevents a company from calling different amounts from shareholders within the same class. Its Explanation treats shares of the same nominal value but different paid-up amounts as different classes for this purpose.
Key takeaways
Uniform calls
Calls must be made on a uniform basis on all shares in the class.
Paid-up amount defines class
Equal nominal value with different amounts paid up does not make the same class for section 49.
Define the class for the call
Group shares by class. Under the Explanation, shares of the same nominal value on which different amounts have been paid up are not in the same class for section 49.
Make the call uniformly
For each class so defined, make the call on a uniform basis on every share. Record the Board approval, the amount per share and the payment date for each class.
Practical preparation
List partly paid shares by nominal value and amount paid; group them into classes under the Explanation; set one call amount per class; reconcile receipts and any amounts paid in advance under section 50.
Commencement and amendment record
Section 49 came into force on 12 September 2013 under S.O. 2754(E) dated 12 September 2013. India Code’s consolidated text shows no amendment to this section, and the Companies (Amendment) Acts of 2015, 2017, 2019 and 2020 contain no amending instruction for it.
Practical checklist
Do
- Group partly paid shares by amount paid up before making a call.
- Apply one call rate across each class.
Avoid
- Do not call different amounts from holders within the same class.
Illustrative example
Hypothetical: two paid-up levels
A company has ₹10 shares, some paid up to ₹5 and some to ₹8, and wants to call the balance.
Classify
Treat the ₹5-paid and ₹8-paid shares as different classes under the Explanation.
Call
Make a uniform call within each class.
Outcome
- Each class receives a uniform call, as section 49 requires.
Glossary
- Call
- A demand by the company for payment of an unpaid amount on partly paid shares.
Frequently asked questions
Are shares with the same face value always one class for calls?
No. If different amounts have been paid up on them, the Explanation treats them as different classes.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026