Company by single resolution Essay

Three individuals, X, Y & A ; Z, were appointed as managers of a company by individual declaration. A member who did non object to this in the meeting subsequently filed a ailment to Magistrate under Sec 629-A of the companies act, who sentenced them to ticket of Rs. 250 each and in default 15 yearss ‘ simple imprisonment. The managers appealed against the strong belief. Decide.

The Articles of a company incorporated in 1988 provided that a manager should keep 200 portions of the value of Rs. 10 each as a making. At the one-year general meeting of the company held in September 2007 an ordinary declaration was passed increasing the portion making to be held by managers to 600 portions. The company so issued notice to the managers who did non keep 600 portions to get extra portions within one month. M, a manager, who was asked to get the extra making portions, received the notice. He seeks your advice. What advice would you give him?

Explain what steps you would propose in the undermentioned circumstance:

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  1. In the docket of the Board of Director ‘s meeting, there is an point in which 3 out of 4 managers are interested. The managers wish that this point should be considered and non dropped.
  2. A manager shacking outside India has complained that, as the notice of the last Board meeting was non served on him outside India but was merely sent to his Indian reference, the last Poard meeting was invalid?

By oversight, the secretary of a company failed to direct notice to 9 members of the company of a particular declaration to be proposed at an one-year general meeting. The addressing machine plates incorporating the names and references of these 9 members had been removed from the file because the dividend warrants send to those references had been returned or retained uncashed with the consequence that the company wished to verify their references. When the notices were sent out, these home bases had non been replaces. The particular declaration was passed at the meeting. Is the declaration valid?

Mr Sinha, as the secretary of the XYZ Co. , signed a missive to its bank, send oning a ‘resolution ‘ of the board of managers. The declaration named three managers and instructed the bank to pay checks signed by any two of them and countersigned by the secretary. Specimen signatures were attached. The direction was wholly in conformity with the company ‘s memoranda and articles. However, there had ne’er been any proper assignment of managers or a secretary by the company. Those who had formed the company had assumed their functions. Following the missive, the bank had honoured checks in conformity with the instructions contained in the missive. The inquiry was, whether, the company was bound by the checks. Remark.

The usual powers of the direction of a company are vested in the Board of Director ‘s by Sec 291 of the companies Act, which besides include a proviso that the powers shall be “ capable to such ordinances non consistent with the Articles, as may be prescribed by the company in general meeting ” . In exercising of their powers the managers filed a suit against an employee of the company for recovery of a loan advanced to him. The general organic structure of stockholders thereupon passed an ordinary declaration to the consequence that the loan should be written off in consideration of the employee ‘s meritable services to the company. Are the managers bound to retreat the suit or are they at autonomy to continue with the suit? Give grounds for your reply.

A, B & A ; C own severally 50 % , 30 % and 20 % of the issued portion capital of a company and A & A ; B are its managers. The company has made good net incomes but the managers refuse to urge the declaration of dividend and A & A ; B as a bulk stockholders, base on balls a declaration at a general meeting to the consequence that their wage as a managers shall be 90 % of the net incomes. To weave up the company would, in this instance, below the belt prejudice the minority stockholders.

Can this alteration in the company ‘s Board of manager ‘s be prevented? If so, how?

Jai Ltd. Delhi to register the net income and loss a/c and balance sheet of the company with The Registrar, Joint Stock Companies, Delhi, and therefore he launched proceedings against the managers of Jai Ltd. to put the same before the one-year general meeting of the company. The managers applied to the tribunal and claimed alleviation under Sec 633 of the Companies act by pleading that as the constabulary had seized all company documents in connexion with a condemnable instance, they were incapacitated. Decide.

J was a manager of a populace limited company. The stockholders of the company, by changing its Articles of Association with immediate consequence, made it a mandatory making for managers to be at least alumnuss. J, who was non a alumnus, was asked to discontinue. Advise J.

A contract between XYZ ltd and T, one of its manager is referred to a general meeting for its blessing. At the meeting, T voted for the declaration and all others against it. But as T held bulk of portions and was entitled to bulk of ballots, the declaration was passed. Is the contract adhering on the company?

A public company wants to sell its merchandises to its following clients:

  • A partenership house in which two managers of the company are spouses.
  • A private company in which one of the managers of the company is the member.
  • A public company in which one of the managers is the manager

Enumerate the stairss to be taken and records to be maintained by the company under the Companies Act, 1956 for the above minutess.

One of the managers of the company being interested in the allocation of portions to his campaigner and, hence, non being entitled to vote at the board meeting on this topic voted at the meeting. Excluding his ballot, there was no quorum for the declaration segmenting the above allocation.

  • Can the company void the allocation?
  • Is it unfastened to the company to confirm it, if it is desired by it?

A private company wants to pay legal charges of Rs. 1 hundred thousand to Abhishek & A ; Co, Solicitors of the company. One of the managers of the company is a spouse of Abhishek & A ; Co.

Rede the company about the formalities to be compiled with under the commissariats of the companies act. How will the place differ if the company is a public company?

The managers of a public company have to go really frequently for the company ‘s concern. The company makes some progresss to them for the intent which sometimes exceed the existent demands. In such a instance, would any proviso of the Companies Act be contravened?

The usual powers of direction of a company are vested in the board of managers by the articles of association, which besides include a proviso that the powers shall be “ capable to such ordinances non inconsistent with the articles, as may be prescribed by the company in general meeting ” . In exercising of their powers the managers filed a suit against an employee of the company for recovery of a loan advanced to him. The general organic structure of stockholders thereupon passed an ordinary declaration to the consequence that the loan should be written off one consideration of the employee ‘s meritable service to the company. Are the managers bound to retreat the suit or are they at autonomy to continue with the suit? Give grounds for your reply.