Question

The Articles of Association of XYZ Ltd. provides that Board of Directors has authorityto issue bonds provided such issue is authorized by the shareholders by a necessaryresolution in the general meeting of the company. The company was in dire need of funds and therefore, it issued the bonds to Mr. X without passing any such resolutionin general meeting. Can Mr. X recover the money from the company? Decide referringthe relevant provisions of the Companies Act, 2013.

Answer 1

yes X can recover the amount as outsiders are not expected to no the internal irregularities of the company this case is similar to Royal British bank vs turquand

Answer 2

The 2013 Act of company states that necessity of certification by a corporation secretary in practice of yearly return will be extended to companies having paid up capital of 5 crores INR or more and turnover of 25 crores INR or more in the section 92(2) of the companies Act 2013.