Mr. J, Mr. B, Mr. V and Mr. R are the directors of John Brown and Company Limited. Mr. V and Mr.
R did not attend the board meeting which was properly convened. At the said board meeting
two additional directors were appointed. They are wives of Mr. J and Mr. B respectively, the
directors who attended the Board meeting. Explain with reference to the relevant provisions of
the Companies Act, 1956 whether the directors who attended the Board meeting are entitled to
vote on the subject matter and whether the appointment of additional directors is valid.
Answers
Explanation:
Case study 1
Mr. Z is a director of XYZ Limited which failed to repay matured deposits from 1st April, 2012
onwards and the default continues. But ABC Limited is regular in filing annual accounts and
annual returns. Mr. A is also a director of PQR Limited and XYZ Limited.
Answer the following questions with reference to the relevant provisions of the Companies Act,
1956:
(i) Whether Mr. A is disqualified under section 274(1)(g) of the Companies Act, 1956 and if so,
whether he is required to vacate his office of director in PQR Limited and XYZ Limited.
(ii) Is it possible for Board of directors of DEF Limited to appoint Mr. A as an additional director at
the Board meeting to be held on 15th May, 2013?
Would your answer be different if Mr. A ceased to be a director of ABC Limited by resignation on
1st March, 2013? State also the auditor's liability with regard to reporting of disqualification under
section 274(1)(g).
Case study 2
In ABC Ltd. three Directors were to be appointed. The item was included in agenda for the
Annual General Meeting scheduled on 30th September, 2013, under the category of ‘Ordinary
Business'. All the three persons as proposed by the Board of Directors were elected as Directors of
the company by passing a ‘single resolution' avoiding the repetition (multiplicity) of resolution.
After the three directors joined the Board, certain members objected to their appointment and
the resolution. Examine the provisions of Companies Act, 1956 and decide
(i) Whether the contention of the members shall be tenable and whether both the appointment
of Directors and the single resolution passed at the Company's Annual General Meeting shall
be void.
(ii) What would be your answer in case the company in question is an “Association not for Profit”
incorporated under Section 25 of the Companies Act, 1956?
Case study 3
Madhurima Ltd is a Public Limited Company. It has a Paid Up Share Capital of `11 Crores. It is
engaged in software development for export. It was promoted by Mr. Sharat, who is an NRI (a
Foreign Resident of Indian origin), and his friend Mr. Mohan, who is an Indian Citizen resident in
India.
Currently, Mr. Mohan is heading the Company in India as the President. However, Mr. Sharat is
the main business strategy formulator, and also actively renders several services outside India to
the Company, and also advises the Board of Directors of the Company. But he is stationed in the
USA and visits India for hardly 15 days a year.
The Company desires to know from you, whether they can appoint Mr. Sharat, as the
“Managing Director”, to comply with Sec. 269 of the Companies Act, and pay him a salary in
foreign exchange. They also desire that you advise them as to whether the said appointment
can be made in terms of FEMA, 1999. Give a reasoned answer, duly supported by analysis of the
relevant legal provisions applicable to the issue in question.
Case study 4
Mr. J, Mr. B, Mr. V and Mr. R are the directors of John Brown and Company Limited. Mr. V and Mr.
R did not attend the board meeting which was properly convened. At the said board meeting
two additional directors were appointed. They are wives of Mr. J and Mr. B respectively, the
directors who attended the Board meeting. Explain with reference to the relevant provisions of
the Companies Act, 1956 whether the directors who attended the Board meeting are entitled to
vote on the subject matter and whether the appointment of additional directors is valid.
Case study 5
M/S Aman Hospital Private Ltd. has two groups of Directors. A dispute arose between the two
groups out of which one group controlled the majority of shares. A very serious situation arose in
the administration of the company's affairs when the minority group ousted the lawful Board of
Directors from the possession and control of the management of the company's factory and
workshop. Books of account and statutory records were held by the minority group and
consequently the annual accounts could not be prepared for two years. The majority group
applied to the CLB under sections 397 and 398 of the Companies Act. You are required to
decide with reference to the provisions of the said Act, the following issues:
(i) Can majority of shareholders apply to the Company Law Board for relief against the
oppression by the minority shareholders?
(ii) Whether Company Law Board can grant relief in such circumstances.
Mr. J, Mr. B, Mr. V and Mr. R are the directors of John Brown and Company Limited. Mr. V and Mr.
R did not attend the board meeting which was properly convened. At the said board meeting
two additional directors were appointed. They are wives of Mr. J and Mr. B respectively, the
directors who attended the Board meeting. Explain with reference to the relevant provisions of
the Companies Act, 1956 whether the directors who attended the Board meeting are entitled to
vote on the subject matter and whether the appointment of additional directors is valid.....
your QuesTion is Too long.....
IDK SORRY
Tᴏ ᴜɴᴅᴇʀꜱᴛᴀɴᴅ ʜᴏᴡ ʜᴏᴜꜱᴇʜᴏʟᴅꜱ
ᴍᴀᴋᴇ ᴅᴇᴄɪꜱɪᴏɴꜱ, ᴇᴄᴏɴᴏᴍɪꜱᴛꜱ ʟᴏᴏᴋ ᴀᴛ ᴡʜᴀᴛ ᴄᴏɴꜱᴜᴍᴇʀꜱ ᴄᴀɴ ᴀꜰꜰᴏʀᴅ. ᴛᴏ ᴅᴏ ᴛʜɪꜱ, ᴡᴇ ᴍᴜꜱᴛ ᴄʜᴀʀᴛ ᴛʜᴇ ᴄᴏɴꜱᴜᴍᴇʀ’ꜱ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ. ɪɴ ᴀ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ, ᴛʜᴇ Qᴜᴀɴᴛɪᴛʏ ᴏꜰ ᴏɴᴇ ɢᴏᴏᴅ ɪꜱ ᴍᴇᴀꜱᴜʀᴇᴅ ᴏɴ ᴛʜᴇ ʜᴏʀɪᴢᴏɴᴛᴀʟ ᴀxɪꜱ ᴀɴᴅ ᴛʜᴇ Qᴜᴀɴᴛɪᴛʏ ᴏꜰ ᴛʜᴇ ᴏᴛʜᴇʀ ɢᴏᴏᴅ ɪꜱ ᴍᴇᴀꜱᴜʀᴇᴅ ᴏɴ ᴛʜᴇ ᴠᴇʀᴛɪᴄᴀʟ ᴀxɪꜱ. ᴛʜᴇ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ ꜱʜᴏᴡꜱ ᴛʜᴇ ᴠᴀʀɪᴏᴜꜱ ᴄᴏᴍʙɪɴᴀᴛɪᴏɴꜱ ᴏꜰ ᴛʜᴇ ᴛᴡᴏ ɢᴏᴏᴅꜱ ᴛʜᴀᴛ ᴛʜᴇ ᴄᴏɴꜱᴜᴍᴇʀ ᴄᴀɴ ᴀꜰꜰᴏʀᴛᴏ ᴜɴᴅᴇʀꜱᴛᴀɴᴅ ʜᴏᴡ ʜᴏᴜꜱᴇʜᴏʟᴅꜱ ᴍᴀᴋᴇ ᴅᴇᴄɪꜱɪᴏɴꜱ, ᴇᴄᴏɴᴏᴍɪꜱᴛꜱ ʟᴏᴏᴋ ᴀᴛ ᴡʜᴀᴛ ᴄᴏɴꜱᴜᴍᴇʀꜱ ᴄᴀɴ ᴀꜰꜰᴏʀᴅ. ᴛᴏ ᴅᴏ ᴛʜɪꜱ, ᴡᴇ ᴍᴜꜱᴛ ᴄʜᴀʀᴛ ᴛʜᴇ ᴄᴏɴꜱᴜᴍᴇʀ’ꜱ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ. ɪɴ ᴀ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ, ᴛʜᴇ Qᴜᴀɴᴛɪᴛʏ ᴏꜰ ᴏɴᴇ ɢᴏᴏᴅ ɪꜱ ᴍᴇᴀꜱᴜʀᴇᴅ ᴏɴ ᴛʜᴇ ʜᴏʀɪᴢᴏɴᴛᴀʟ ᴀxɪꜱ ᴀɴᴅ ᴛʜᴇ Qᴜᴀɴᴛɪᴛʏ ᴏꜰ ᴛʜᴇ ᴏᴛʜᴇʀ ɢᴏᴏᴅ ɪꜱ ᴍᴇᴀꜱᴜʀᴇᴅ ᴏɴ ᴛʜᴇ ᴠᴇʀᴛɪᴄᴀʟ ᴀxɪꜱ. ᴛʜᴇ ʙᴜᴅɢᴇᴛ ᴄᴏɴꜱᴛʀᴀɪɴᴛ ꜱʜᴏᴡꜱ ᴛʜᴇ ᴠᴀʀɪᴏᴜꜱ ᴄᴏᴍʙɪɴᴀᴛɪᴏɴꜱ ᴏꜰ ᴛʜᴇ ᴛᴡᴏ ɢᴏᴏᴅꜱ ᴛʜᴀᴛ ᴛʜᴇ ᴄᴏɴꜱᴜᴍᴇʀ ᴄᴀɴ ᴀꜰꜰᴏʀᴅ.........
2. ɪɴ ᴇᴄᴏɴᴏᴍɪᴄꜱ, ᴀɴ ɪɴᴅɪꜰꜰᴇʀᴇɴᴄᴇ ᴄᴜʀᴠᴇ ᴄᴏɴɴᴇᴄᴛꜱ ᴘᴏɪɴᴛꜱ ᴏɴ ᴀ ɢʀᴀᴘʜ ʀᴇᴘʀᴇꜱᴇɴᴛɪɴɢ ᴅɪꜰꜰᴇʀᴇɴᴛ Qᴜᴀɴᴛɪᴛɪᴇꜱ ᴏꜰ ᴛᴡᴏ ɢᴏᴏᴅꜱ, ᴘᴏɪɴᴛꜱ ʙᴇᴛᴡᴇᴇɴ ᴡʜɪᴄʜ ᴀ ᴄᴏɴꜱᴜᴍᴇʀ ɪꜱ ɪɴᴅɪꜰꜰᴇʀᴇɴᴛ......
3. ᴀɴ ɪɴᴅɪꜰꜰᴇʀᴇɴᴄᴇ ᴄᴜʀᴠᴇ ɪꜱ ᴀ ɢʀᴀᴘʜ ꜱʜᴏᴡɪɴɢ ᴄᴏᴍʙɪɴᴀᴛɪᴏɴ ᴏꜰ ᴛᴡᴏ ɢᴏᴏᴅꜱ ᴛʜᴀᴛ ɢɪᴠᴇ ᴛʜᴇ ᴄᴏɴꜱᴜᴍᴇʀ ᴇQᴜᴀʟ ꜱᴀᴛɪꜱꜰᴀᴄᴛɪᴏɴ ᴀɴᴅ ᴜᴛɪʟɪᴛʏ. ᴇᴀᴄʜ ᴘᴏɪɴᴛ ᴏɴ ᴀɴ ɪɴᴅɪꜰꜰᴇʀᴇɴᴄᴇ ᴄᴜʀᴠᴇ ɪɴᴅɪᴄᴀᴛᴇꜱ ᴛʜᴀᴛ ᴀ ᴄᴏɴꜱᴜᴍᴇʀ ɪꜱ ɪɴᴅɪꜰꜰᴇʀᴇɴᴛ ʙᴇᴛᴡᴇᴇɴ ᴛʜᴇ ᴛᴡᴏ ᴀɴᴅ ᴀʟʟ ᴘᴏɪɴᴛꜱ ɢɪᴠᴇ ʜɪᴍ ᴛʜᴇ ꜱᴀᴍᴇ ᴜᴛɪʟɪᴛʏ........