Directors of company by single resolution

Case-1

Three persons, X, Y & Z, were appointed as directors of a company by single resolution. A member who did not object to this in the meeting later filed a complaint to Magistrate under Sec 629-A of the companies act, who sentenced them to fine of Rs. 250 each and in default 15 days' simple imprisonment. The directors appealed against the conviction. Decide.

Case-2

The Articles of a company incorporated in 1988 provided that a director should hold 200 shares of the value of Rs. 10 each as a qualification. At the annual general meeting of the company held in September 2007 an ordinary resolution was passed increasing the share qualification to be held by directors to 600 shares. The company then issued notice to the directors who did not hold 600 shares to acquire additional shares within one month. M, a director, who was asked to acquire the additional qualification shares, received the notice. He seeks your advice. What advice would you give him?

Case-3

Explain what steps you would suggest in the following circumstance:

  1. In the agenda of the Board of Director's meeting, there is an item in which 3 out of 4 directors are interested. The directors wish that this item should be considered and not dropped.

  2. A director residing outside India has complained that, as the notice of the last Board meeting was not served on him outside India but was simply sent to his Indian address, the last Poard meeting was invalid?

Case-4

By inadvertence, the secretary of a company failed to send notice to 9 members of the company of a special resolution to be proposed at an annual general meeting. The addressograph plates containing the names and addresses of these 9 members had been removed from the file because the dividend warrants send to those addresses had been returned or retained uncashed with the result that the company wished to verify their addresses. When the notices were sent out, these plates had not been replaces. The special resolution was passed at the meeting. Is the resolution valid?

Case-5

Mr Sinha, as the secretary of the XYZ Co., signed a letter to its bank, forwarding a ‘resolution' of the board of directors. The resolution named three directors and instructed the bank to pay cheques signed by any two of them and countersigned by the secretary. Specimen signatures were attached. The instruction was entirely in accordance with the company's memorandum and articles. However, there had never been any proper appointment of directors or a secretary by the company. Those who had formed the company had assumed their roles. Following the letter, the bank had honoured cheques in accordance with the instructions contained in the letter. The question was, whether, the company was bound by the cheques. Comment.

Case-6

The usual powers of the management of a company are vested in the Board of Director's by Sec 291 of the companies Act, which also include a provision that the powers shall be “subject to such regulations not consistent with the Articles, as may be prescribed by the company in general meeting”. In exercise of their powers the directors filed a suit against an employee of the company for recovery of a loan advanced to him. The general body of shareholders thereupon passed an ordinary resolution to the effect that the loan should be written off in consideration of the employee's meritorious services to the company. Are the directors bound to withdraw the suit or are they at liberty to proceed with the suit? Give reasons for your answer.

Case-7

A, B & C own respectively 50%, 30% and 20% of the issued share capital of a company and A & B are its directors. The company has made good profits but the directors refuse to recommend the declaration of dividend and A& B as a majority shareholders, pass a resolution at a general meeting to the effect that their remuneration as a directors shall be 90% of the profits. To wind up the company would, in this case, unfairly prejudice the minority shareholders.

Can this change in the company's Board of director's be prevented? If so, how?

Case-8

Jai Ltd. Delhi to file the profit and loss a/c and balance sheet of the company with The Registrar, Joint Stock Companies, Delhi, and thus he launched proceedings against the directors of Jai Ltd. to place the same before the annual general meeting of the company. The directors applied to the court and claimed relief under Sec 633 of the Companies act by pleading that as the police had seized all company papers in connection with a criminal case, they were helpless. Decide.

Case-9

J was a director of a public limited company. The shareholders of the company, by altering its Articles of Association with immediate effect, made it a compulsory qualification for directors to be at least graduates. J, who was not a graduate, was asked to quit. Advise J.

Case- 10

A contract between XYZ ltd and T, one of its director is referred to a general meeting for its approval. At the meeting, T voted for the resolution and all others against it. But as T held majority of shares and was entitled to majority of votes, the resolution was passed. Is the contract binding on the company?

Case-11

A public company wants to sell its products to its following customers:

  • A partenership firm in which two directors of the company are partners.

  • A private company in which one of the directors of the company is the member.

  • A public company in which one of the directors is the director

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

Case 12

One of the directors of the company being interested in the allotment of shares to his nominee and, therefore, not being entitled to vote at the board meeting on this subject voted at the meeting. Excluding his vote, there was no quorum for the resolution sectioning the above allotment.

  • Can the company void the allotment?

  • Is it open to the company to affirm it, if it is desired by it?

Case 13

A private company wants to pay legal charges of Rs. 1 lakh to Abhishek & Co, Solicitors of the company. One of the directors of the company is a partner of Abhishek & Co.

Advise the company about the formalities to be compiled with under the provisions of the companies act. How will the position differ if the company is a public company?

Case-14

The directors of a public company have to travel very often for the company's business. The company makes some advances to them for the purpose which sometimes exceed the actual requirements. In such a case, would any provision of the Companies Act be contravened?

Case-15

The usual powers of management of a company are vested in the board of directors by the articles of association, which also include a provision that the powers shall be “subject to such regulations not inconsistent with the articles, as may be prescribed by the company in general meeting”. In exercise of their powers the directors filed a suit against an employee of the company for recovery of a loan advanced to him. The general body of shareholders thereupon passed an ordinary resolution to the effect that the loan should be written off i consideration of the employee's meritorious service to the company. Are the directors bound to withdraw the suit or are they at liberty to proceed with the suit? Give reasons for your answer.