Saturday, April 11, 2009

Companies Act_Practical Problems_75

On 14th March, 2007, Abhishek was appointed as additional director on the Board
of directors of Amrit Ltd. The annual general meeting of the company was scheduled to be held on 25th September, 2007, but due to devastating fire all records of the company were destroyed. In order to re-build the records, the company approached the Registrar of Companies for extension of time for holding the annual general meeting till 30th November, 2007. As a Company Secretary of Amrit Ltd., what would be your advice to the Chairman about Abhishek, who was appointed as additional director during the year ?

Companies Act_Practical Problems_74

The Board of directors of Swarn Ltd. had five directors. One of them died and the Board appointed Rajat in his place to fill-up the casual vacancy. However, Rajat resigned from the Board after two months of his appointment. The Board wishes to appoint Bhagat in place of Rajat to fill-up the casual vacancy. What would be your advice to the Board and why ?

Companies Act_Practical Problems_73

Vivek purchased 5,000 equity shares of Prosperous Ltd. and lodged the same for transfer with the company. The company returned these shares under objection that the share transfer stamps affixed on the transfer deed were not cancelled. Vivek thereafter cancelled the stamps and re-lodged the shares for transfer. At this time, the company effected the transfer and returned the duly transferred shares to Vivek. In the meantime, the market price of the shares went down substantially. Vivek filed a case against the company claiming that, due to unwarranted objection raised by the company, he was deprived of the profits which he could have earned by disposing of the shares at higher price. State with reasons whether the claim of Vivek is tenable.

Companies Act_Practical Problems_72

Mrs. Rakhi is a member of ABC Producer Company since its inception. She was so involved in the activities of the company that she acquired fullest knowledge of its activities, processes, marketing, etc. After gaining confidence of highest order, she got incorporated another XYZ Producer Company with the same objects and commenced its operations.

At the meeting of the members of ABC Producer Company, other members objected to the continuation of the membership of Mrs. Rakhi. You are required to explain whether the objection raised by other members is valid or not.

Companies Act_Practical Problems_71

Aman Ltd. has resolved at its annual general meeting to shift its registered office from Mumbai to some other place in the State of Maharashtra, which falls in the jurisdiction of other Registrar of Companies. In terms of section 17A, Aman Ltd.
filed e-Form 1AD with Regional Director along with enabling fee and the following
documents :
(i) certified copy of minutes of the annual general meeting; and
(ii) certified copy of newspaper advertisement.
After scrutiny of the filed form, the Regional Director rejected the request of Aman Ltd. In terms of provisions of section 17A, what remedy is available to Aman Ltd. ?

Companies Act_Practical Problems_70

Following information has been extracted from the balance sheet of Richy Rich Ltd. :
(i) Paid-up share capital Rs.20 crore
(ii) Reserves and surplus Rs.80 crore
(iii) Capital reserve Rs.5 crore
(iv) Investment in securities Rs.10 crore
(v) Loan to companies Rs.30 crore
DEF Ltd. has requested Richy Rich Ltd. for a loan of Rs.50 crore which the Board
of directors will consider at its ensuing meeting. Explain the legal position and
advise the Board.

Companies Act_Practical Problems_69

Ajay sold his shares and executed a transfer deed in favour of Vijay. The documents were lodged for transfer with the company. However, before effecting and registering the transfer by the company, Ajay, the transferor passed away. What is the impact of the death of Ajay on the registration of transfer of shares in favour of Vijay, if the death of Ajay is – (i) intimated to the company before the registration; and (ii) intimated to the company after registration of the transfer of the shares in favour of Vijay ?
If Vijay dies before registration of the transfer of shares, what will be the consequences (i) if the death of Vijay is intimated to the company before registration of transfer; and (ii) if the death of Vijay is not intimated to the company before the registration of transfer ?