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B.Law & C.Law Sections and Case laws

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Index for Supplementary Material (B.Law & C.Law)

S.No. Chapter Name Pages

1. B.Law List of Sections 3-8

2. C.Law List of Sections 9-16

3. C.Law List of Case Laws 17-25

IPCC_Supplementary Material_B.Law_List of Sections _________________________3

BAILMENT AND PLEDGE

Section No. Description 30 Agreement by way of wager, void.

71 Responsibility of finder of goods.

148 “Bailment “, “Bailor” and “Bailee” defined.

149 Delivery to bailee how made.

150 Bailor’s duty to disclose faults in goods bailed.

151 Care to be taken by bailee.

152 Bailee when not liable for loss, etc. of thing bailed.

153 Termination of bailment by bailee’s act inconsistent with conditions.

154 Liability of bailee making unauthorized use of goods bailed.

155 Effect of mixture, with bailor’s consent,of his goods with bailee’s.

156 Effect of mixture, without bailor’s consent when the goods can be separated.

157 Effect of mixture, without bailor’s consent when the goods can’t be separated.

158 Repayment, by bailor, of necessary expenses.

159 Restoration of goods lent gratuitously.

160 Return of goods bailed, on expiration of time or accomplishment of purpose.

162 Termination of gratuitous bailment by death.

163 Bailor entitled to increase or profit from goods bailed.

164 Bailor’s responsibility to bailee.

165 Bailment by several joint owners.

166 Bailee not responsible on delivery to bailor without typing.

170 Bailee’s particular lien

171 General lien of bankers, factors, wharfingers, attorneys, policy makers.

172 “Pledge”, “pawner”, and “pawnee” defined.

173 Pawnee’s right of retainer.

174 Pawnee not to retain for debt or promise other than that for which goods pledged: presumption in case of subsequent advances.

175 Pawnee’s right as to extra-ordinary expenses incurred.

176 Pawnee’s right where pawner makes default.

177 Defaulting pawner’s right to redeem.

178 Pledge by mercantile agent

179 Pledge where pawner has only a limited interest.

INDEMNITY & GUARANTEE

Section No. Description 43 Any one of joint promisors may be compelled to perform

124 “Contract of indemnity” defined.

125 Rights of indemnity - holder when sued.

129 “Continuing guarantee”

130 Revocation of continuing guarantee

131 Revocation of continuing guarantee by surety’s death

133 Discharge of surety by variance in terms of contract

List of Sections covered under various Chapters - B.Law


134 Discharge of surety by release of discharge of principle debtor

135 Discharge of surety when creditor compounds with, give time to, or agrees not to sue principle debtor

136 Surety not discharged when agreement made with third person to give time to principle debtor

137 Creditor’s forbearance to sue does not discharge surety

138 Release of one co-surety does not discharges others

139 Discharge of surety by creditor’s act or omission impairing surety’s eventual remedy

140 Rights of surety on payment or performance

141 Surety’s right to benefit of creditor’s securities

142 Guarantee obtained by misrepresentation, invalid

143 Guarantee obtained by concealment, invalid

145 Implied promise to indemnify surety

146 Co-sureties liable to contribute equally

147 Liability of co-sureties bound in different sums

CONTRACT OF AGENCY

Section No. Description 182 “Agent” and “principal” defined

183 Who may employ an agent

184 Who may be an agent

185 Consideration not necessary

186 Agent’s authority may be expressed or implied

187 Definitions of express or implied authority

189 Agent’s authority in an emergency

192 Representation of principal by sub-agent properly appointed

193 Agent’s responsibility for sub-agent appointed without authority

196 Right of person as to acts done for him without his authority: effect of ratification

197 Ratification may be expressed or implied

198 Knowledge requisite for valid ratification

199 Effect of ratifying unauthorised act forming part of a transaction

200 Ratification of unauthorised act cannot injure third person

201 Termination of agency

202 Termination of agency, where agent has an interest in subject- matter.

203 When principal may revoke agent’s authority

205 Compensation for revocation by principal, or renunciation by agent

206 Notice of revocation or renunciation

208 When termination of agent’s authority takes effect as to agent, and as to third persons

209 Agent’s duty on termination of agency by principal’s death or insanity

211 Agent’s duty in conducting principals business

212 Skill and diligence required from agent

213 Agent’s accounts

215 Right of principal when agent deals, on his own account, in business of agency without principal’s consent


216 Principal’s right to benefit gained by agent dealing on his own account in business of agency

217 Agent’s right of retainer out of sums received on principal’s account

218 Agent’s duty to pay sums received for principal

219 When agents remuneration becomes due

220 Agent not entitled to remuneration for business misconducted

221 Agent’s lien on principal’s property

222 Agent be indemnified against consequences of lawful acts

223 Agent be indemnified against consequences of acts done in good faith

225 Compensation to agent for injury caused by principal’s neglect

226 Enforcement and consequences of agent’s contracts

227 Principal how far bound, when agent exceeds authority

228 Principal not bound when excess of agents authority is not separable

229 Consequences of notice given to agent

230 Agent cannot personally enforce, nor be bound by, contracts on behalf of principal

233 Right of person dealing with agent personally liable

235 Liability of pretended agent

237 Liability of principal including belief that agents unauthorized acts were authorised

238 Effect, on agreement, of misrepresentation or fraud by agent

PAYMENT OF GRATUITY ACT - 1972

Section No. Description 13 Protection of gratuity

2-A Continuous service

2-A(2) Deemed continuous service

2(b) “Completed year of service" means continuous service for one year

4(2) Computation of gratuity amount

4(3) maximum amount of gratuity

6 Nomination for Gratuity

8 Recovery of gratuity

9 Penalties for offences

10 Transfer or exemption of punishment

11 Cognizance of offences

12 Protection against action taken in good faith

13 Protection or gratuity

THE EMPLOYEES PROVIDENT FUND & MISCELLANEOUS PROVISIONS ACT,1952

Section No. Description

3 Power to apply Act to an establishment which has a common provident fund with another establishment

4 Power to add to Sch.1 (The industries to which the Act applies)

5 Employees’ provident Fund Scheme

5-A Central Board

5-B State Board.

5-C Board of Trustees to be body corporate.

5-D Appointment of officers.


6-A Employees’ Pension Scheme

6-C Employees’ Deposit-linked Insurance Scheme.

7-A Determination of moneys due from employers.

7-B Review of orders passed under Sec. 7-A.

7-C Determination of escaped amount

7-O Deposit of amount due, on filing appeal.

7-P Transfer of certain applications to Tribunal.

8-B Issue of certificate to the Recovery Officers.

8-F Other modes or recovery.

10 Protection against attachment .

11 Priority of payment of contributions over other debts.

12 Employer not to reduce wages, etc.

14-A Offences by companies.

14-AB Certain offences to be cognizable.

14-AC Cognizance and trial of offences

16 Authorising certain employers to maintain provident fund accounts

16-A Authorising certain employers to maintain provident fund accounts.

17 Power to exempt

PAYMENT OF BONUS ACT - 1975

Section No. Description 2(4) Allocable surplus

2(7) Award

2(13) Definition - Employee

2(15) Establishment in private sector

2(16) Establishment in public sector

2(21) Salary or wage

4 Computation of gross profits

5 Computation of available surplus

6 Sums deductible from gross profits

7 Calculation of direct tax payable by the employer

8 Eligibility for bonus

9 Disqualification for bonus

18 Deduction of certain amounts from bonus payable under the Act

10 Payment of minimum bonus

11 Payment of maximum bonus

13 Proportionate reduction in bonus in certain cases

14 Computation of number of working days

15 Set on and set off of allocable surplus

17 Adjustment of customary or interim bonus against bonus payable under the Act

18 Deduction of certain amounts from bonus payable under the Act

20 Application of Act to establishments in public sector in certain cases

21 Recovery of bonus due from an employer

22 Reference of disputes under the Act

23 Presumption about accuracy of balance-sheet and profit and loss account of corporations and companies


24 Audited accounts of banking companies not to be questioned

25 Audit of accounts of employers, not being corporations or companies

27 Inspectors

29 Offences by companies

28 Penalty

30 Cognizance of offences

31 Protection of action taken under the Act

31A Special provision with respect to payment of bonus linked with production or productivity

32 Act not to apply to certain classes of employees

NEGEOTIABLE INSTRUMENT ACT- 1881

Section No. Description 4 Promissory note

5 Bills of exchange

8 Holder

9 Holder in due course

10 Payment in due course

11 Inland instrument

12 Foreign instrument

13 Negotiable instrument

13(1) Bearer instrument

17 Ambiguous instruments

20 Inchoate stamped instruments

21 “At sight”, “On presentment”, “After sight”

22 Maturity

23 Calculating maturity of bill or note payable so many months after or sight

24 Calculating maturity of bill or note payable so many days after or sight

25 When day of maturity is a holiday

26 Capacity to make, etc., promissory notes etc.

27 Agency

28 Liability of agent

29 Liability of legal representative signing

36 Liability of prior parties

41 Effect of forged endorsement on acceptor’s liability

42 Acceptance of bill drawn in fictitious name

43 Negotiable instrument made, etc., without consideration

44 Partial absence or failure of money- consideration

45-A Holder’s right to duplicate of lost bill

46 Delivery

48 Negotiation by endorsement

49 Payment of interest when interest rate is specified

52 Endorser who excludes his own liability or makes it conditional

53 Holder deriving title from holder in due course.

58 Instrument obtained by unlawful means or unlawful consideration

60 Duration of negotiability


61 Presentment for acceptance

62 Presentment of promissory note for sight

78 To whom payment should be made

80 Payment of interest when no rete is specified

84 When cheque not duly presented and drawer damaged thereby

85 Cheque payable to order

86 Parties not consenting discharged by qualified or limited acceptance

87 Effect of material alteration

89 Payment of instrument on which alteration is not apparent

92 Dishonor by non- payment

95 Party receiving must transmit notice of dishonor

98 When notice of dishonor is unnecessary

100 Protest

101 Contents of protest

110 Acceptance not specifying for whose honour it is made

113 Payment for honour

114 Right of payer for honour

120 Estoppel against denying original validity of instrument

121 Estoppel against denying capacity of payee to indorse

125 Crossing after issue

130 Cheque bearing “not negotiable”

131 Non liability of receiving payment of cheque

138 Dishonor of cheque for insufficiency, etc. of funds in the account

147 Offences to be compoundable

THE END

IPCC_Supplementary Material_C.Law_List of Sections ________________________9

1. COMPANY BASIC CONCEPTS

Section No. Description 2(20) Company definition 12(8) Registered office of company - Mis-description of name etc. 39(5) Failure to refund application money 339 Liability for fraudulent conduct of business

2. CLASSES OF COMPANIES

2(6) Associate company 2(11) Body Corporate or Corporation 2(21) Company limited by guarantee 2(22) Company limited by shares 2(42) Foreign Company 2(45) Government Company 2(46) Holding company 2(52) Listed company 2(62) One Person Company 2(68) Private company 2(71) Public company 2(72) Public financial institution 2(81) Securities 2(85) Small company 2(87) Subsidiary company or subsidiary 2(92) Unlimited Company

8 Formation of companies with charitable objects, etc. 14 Alteration of articles - conversion of a private co. into a public company

3. INCORPORATION OF COMPANY

2(62) One person company 3 Formation of company 7 Incorporation of company9 Effect of registration11 Commencement of business 35 Conclusiveness of COI

4. MEMORANDUM & ARTICLES OF ASSOCIATION

2(3) Alteration 2(5) Articles

2(55)(ii) Effect of subscription to memorandum 2(56) Definition of Memorandum

4 Contents of MOA 4(1)(c) Memorandum – Objects to be stated in MOA

5 Contents and model of AOA 6 Act to override Memorandum, Articles, etc.

7(1)(a) Requirements of MOA 10 Effect of memorandum and articles

List of Sections covered under various Chapters - C.Law


12(5) Registered office of company – Change of registered office with in the state 13(1) Alteration of memorandum- A company may, by a special resolution and after

complying with the procedure specified alter the provisions of its memorandum 13(2) Alteration of memorandum – Change of name 13(3) Alteration of memorandum-Fresh COI on Change of name 13(4) Alteration of memorandum – Change of registered office from one state to another

state 13(6) Alteration of memorandum-Filling with registrar 13(8) Alteration of memorandum-Change in the object of the company 13(11) Alteration of memorandum-Change of liability clause of memorandum

14 Alteration of Articles 15 Alteration of memorandum or articles to be noted in every copy 16 Rectification of name of company 17 Copies of memorandum, articles, etc., to be given to members 18 Conversion of companies already registered( From one class of company to

another class) 61 Power of Limited Company to alter its share Capital 65 Unlimited company to provide for reserve share capital on conversion into limited

company 117 Resolutions and agreements to be filed

5. PROMOTERS AND CONTRACTS

2(69) Promoter 92 Annual Return

6. PROSPECTUS

2(1) Short title, extent, commencement and application - of abridged prospectus 2(38) Expert 2(70) Prospectus

23 Public offer and private placement 24(1) Power of securities and exchange board to regulate issue & transfer of securities

25 Document containing offer of securities for sale to be deemed prospectus 26 Matters to be stated in prospectus

26(2)(a) Non applicability of sec-26 26(4) Matters to be stated in prospectus - Deliver to ROC 26(5) Matters to be stated in prospectus - Consent of expert 26(6) Matters to be stated in prospectus - Prospectus to state the delivery of copy and

documents to the registrar 26(7) Matters to be stated in prospectus - No registration of prospectus 26(8) Matters to be stated in prospectus - Time period for the issue of prospectus 26(9) Matters to be stated in prospectus – Penalty for contravention

27 Variation in terms of contract or objects in prospectus 28 Offer of sale of shares by certain members of company 29 Public offer of securities to be in dematerialized form 30 Advertisement of prospectus 31 Shelf Prospectus 32 Red herring Prospectus 33 Issue of application forms for securities 34 Criminal liability for misstatements in prospectus 35 Civil liability for misstatements in prospectus


36 Punishment for fraudulently inducing persons to invest money 37 Action by affected persons 38 Punishment for personation for acquisition etc., of securities 42 Offer or invitation for subscription of securities on private placement

42(3) No fresh offer up to completion of earlier offer or offer withdrawn/ abandoned 56 of 1956 Matters to be stated and reports to be set out in prospectus 62(1)(a)(ii) Further issue of share capital – Right to renunciation to applicant 62(1)(b) Further issue of share capital - To employees under the scheme of ESOP.

127 Punish for failure to distribute dividends

7. ALLOTMENT OF SECURITIES & UNDERWRITING

39 Allotment of securities by company 40 Securities to be dealt with in stock exchanges

40(6) Securities to be dealt with in stock exchanges – Payment of commission for subscriptions

41 Global Depository Receipt 88 Register of members, etc.

8.DEPOSITS

2(31) Deposit 58A of 1956 Acceptance of Deposits in contravention to rules

73 Prohibition on acceptance of deposits from public 74 Repayment of deposits, etc., accepted before commencement of this Act 75 Damages for fraud 76 Acceptance of Deposits from public by certain companies

9.MEMBERSHIP

2(26) Contributory 2(55) Member

8 Formation of companies with charitable objects, etc. 17 Copies of memorandum, articles, etc., to be given to members 19 Subsidiary company not to hold shares in the holding company 20 Service of documents 44 Nature of shares or debentures 48 Variation of rights of share holders

56(4) Obtain certificate of shares within the prescribed time 57 Punishment for personation of shareholder 62 Fresh issue of share capital –Right issue

88(1) Register of members, Debenture holders etc 88(4) Register of members – Foreign register

89 Declaration in respect of beneficial interest in any share 90 Investigation of beneficial ownership of shares in certain cases 91 Power to close register of members or debenture holders or other security holders 92 Annual return 94 Place of keeping and inspection of registers, returns, etc.

94(1) Place of books to be maintained – Filling of copy of proposed resolution in advance 95 Registers, etc., to be evidence

115 Resolutions requiring special notice


119 Inspection of minute books of general meeting 129 Financial statement 136 Right of member to copies of audited financial statement 145 Auditor to sign audit reports, etc. 169 Removal of directors

10. SHARE CAPITAL

2(8) Authorised capital or Nominal capital 2(15) Called-up capital 2(50) Issued capital 2(64) Paid-up share capital 2(84) Share 2(86) Subscribed capital 2(88) Sweat equity shares

43 Kinds of share capital 44 Nature of shares or debentures 45 Numbering of shares 47 Voting rights 52 Application of premiums received on issue of shares 53 Prohibition on issue of shares at discount 54 Issue of sweat equity shares 55 Issue and redemption of preference shares 60 Publication of authorized, subscribed and paid up capital 61 Power of limited company to alter its share capital

61(1)(c) Power of limited company to alter its share capital – Conversion of shares into stock

62 Further issue of share capital - 62(1)(b) Further issue of share capital - To employees under the scheme of ESOP. 62(1)(c) Further issue of share capital – To outsiders with S.R.

62(3) Further issue of share capital – To convertible debentures issued or Loan raised 62(4) Further issue of share capital – To debentures issued or Loan raised from Govt.

64 Notice to be given to registrar for alteration of share capital 66 Redemption of share capital 67 Restriction on purchase by company or giving of loans by it for purchase of its

shares 68 Power of company to purchase its own securities

68(2)(g) Power of company to purchase its own securities – Unlisted 68(3) Power of company to purchase its own securities – Procedure before buy back 68(4) Power of company to purchase its own securities – Time limit for completion of buy

back


68(5) Power of company to purchase its own securities – Buy back from whom 70 Prohibition for buy back in certain circumstances

80 of 1956 Power to issue redeemable preference shares 100 of 1956 S.R for redemption of shares

103 Registration of order and minute reduction 104 of 1956 Liability of members in respect of reduced shares

106 Restriction on voting rights 106 of 1956 Alteration of rights of holders of special class of shares 107 of 1956 Rights of dissentient share holders

123 Declaration of dividend 127 Punishment for failure to distribute dividend 129 Financial statement 133 CG to prescribe accounting standards

11. SHARE CERTIFICATE & WARRANT

46(1) Certificate of shares – Prima facie evidence of title 46(2) Certificate of shares – Cases of issue of duplicate certificate 46(3) Certificate of shares – Form, Manner of issue of certificate of shares or Duplicate

there of 46(5) Certificate of shares – Penalty for fraud 56(4) Transfer and transmission of shares – Time limit for delivery of share certificate

114 of 1956 Issue and effect of share warrants to bearer

12. CALLS & FORFEITURE / SURENDER OF SHARES

49 Calls on shares of same class to be made on uniform basis 50 Company to accept unpaid share capital, although not called up 67 Restriction on purchase by company or giving of loans by it for purchase of its

shares 179 Powers of board

13. TRANSFOR & TRANSMISSION OF SHARES

2(68)(ii)56 Transfer and transmission of securities

56(1) Transfer and transmission of securities – Instrument of transfer 56(2) Transfer and transmission of securities – Register of shares in case of transmission 56(3) Transfer and transmission of securities – Transfer of partly paid up shares

56(4)(c) Transfer and transmission of securities – Delivery of share certificate in case of transfer

56(5) Transfer and transmission of securities – Transfer of securities of deceased person 58 Refusal of registration and appeal against refusal 72 Power to nominate

112 of 1956 Certification of transfer

14. DEBENTURES

2(30) Debenture 71 Manner of issue of debentures

71(2) Manner of issue of debentures – Debentures with voting rights not permissible


15. CHARGE

2(16) Charge 77 Duty to register the charges, etc.

77(1) Duty to register the charges, etc. – Condonation of delay by registrar 78 Application for registration of charge – By charge holder in case of non-registration

of charge 80 Date of notice of charge 81 Register of charges to be kept by registrar

81(1) Register of charges to be kept by registrar – Time limit for intimation by registrar 82 Company to report satisfaction of charge 83 Power of Registrar to make entries of satisfaction and release in absence of

intimation from company 84 Intimation of appointment of receiver or manager 85 Company’s register of charges 86 Punishment for contravention

87(1) Rectification of register of charges – Condonation of delay

16. GENERAL MEETINGS - 1 & 2

2(41) Financial year 2(65) Postal ballot 2(68) Private company 12(5) Change in place of registered office outside the local limits 13(8) Change in objects for which a company has raised money from public through

prospectus and still has any unutilized amount out of the money so raised 16 of 1956 Alteration of memorandum 17 of 1956 Special resolution and confirmation by CG required for alteration of memorandum

20 Service of documents 21 of 1956 Change of name by company 31 of 1956 Alteration of articles by special resolutions 32 of 1956 Register an unlimited company as a limited

43(a)(ii) Issue of shares with differential rights as to voting or dividend or otherwise 47(2) Voting rights to preference share holders

48 Variation of rights of share holders 68(1) Buy-back of shares by a company

79 of 1956 Power of issue of shares at discount 94 of 1956 Power limited company to alter its share capital

96 Annual General Meeting 96(2) Date, time and place of AGM

98 Power of Tribunal to call meetings of members 99 Penalty for default in complying with sec:96(AGM), 97(Power of CG to call AGM)

and 98(Power of Tribunal to call meetings of members) 99 of 1956 Reserve liability of limited company

100 Calling of EGM 100(4) Time limit for conducting of EGM-On requisition members

100 of 1956 Special resolution for reduction of share capital 101 Notice of meeting

101(1) Length of notice of a GM 101(3) Persons entitled to notice 101(4) Non-receipt of notice or accidental omission to given notice to any member shall

not invalidate the proceedings in the meeting


102 Statement to be annexed to notice 102(1) Material facts concerning each item of special business to be transacted at a

general meeting 102(2) Kinds of business transacted at an AGM 102(3) Details of time and place of inspection of documents

103 Quorum for meetings 103(2) Consequences of no quorum 103(3) No quorum in an adjourned meeting

104 Chairman of meetings 105 Proxies

105(2) Notice to specify about Proxy 105(3) Default in complying with sec:105(2) 105(4) Time limit for deposit of Proxy form 105(5) Invitations to appoint as proxy at company’s expense 105(6) Mode of proxy form 105(8) Inspection of Proxy forms

106 Restriction on voting rights 107 Voting by show of hands 108 Voting through electronic means 109 Demand for poll

110(1)(a) Transaction of business through postal ballot 112 Representation of President and Governors in meeting 113 Representation of corporations at meeting of companies and of creditors 114 Ordinary and special resolutions

114(1) Ordinary resolution 114(2) Special resolution

116 Resolutions passed at adjourned meeting 117 Resolutions agreements to be file with ROC 118 Minutes of proceedings of general meeting, meeting of Board of Directors and

other meeting and resolutions passed by postal ballot 119 Inspection of minute-books of general meeting 120 Maintenance and inspection of documents in electronic form 121 Report on AGM 122 Applicability of Chapter VII to one person company 129 Financial statements

129(2) Laying of F.S at every AGM 129(3) Preparation and presentation of Consolidated Financial Statements at AGM

136 Right of member to copies of audited financial statement 140(4) Resolutions require special notice -Retiring auditor shall not be re-appointed

151 Appointment of director elected by small shareholders 168 of 1956 Penalty for default in complying with sec:166(AGM) or 167(Power of CG to call

AGM) 169(2) Resolutions require special notice -Removing a director before the expiry of the

period of his office 179(3) Powers of board of directors – by means of resolutions passed at the meetings of

the board 180(1) Powers of board of directors – only with the consent of company by special

resolution 180(1)(a) Sale of the whole or substantially the whole of an undertaking of a company as

specified


186(3) Giving loans or extending guarantee or providing security in excess of the limit specified

186 of 1956 Power of Tribunal to order meeting to be called

18. MISCELLANEOUS MATTERS IN COMPANY LAW

2(77) Relative 20 Service of documents 21 Authentication of documents, proceedings and contracts 22 Execution of bill of exchange 92 Annual return 93 Return to be filed with Registrar in case promoter’s Stake change 94 Place of keeping and inspection of registers, returns, etc.

94(2) Allowing for inspection by members or any other member 94(3) Allowing to take copies and extracts of registers, returns, etc. 94(4) Penalty for refusal under sec:94(2),94(3) 94(5) Remedy to person requiring inspection

THE END

IPCC_Supplementary Material_C.Law_List of Case Laws ______________________17

1. COMPANY BASIC CONCEPTS

Case Gist/JudgementSalomon vs. Salomon & Co. Ltd

Company is different from the members who form it and their liability is restricted to the extent of unpaid value of shares if any, even if he is the founder or the company is a ‘one man company’.

Daimler Co. Ltd vs. Continental Tyre & Rubber co. Ltd

Payment of debt to English company would amount to trading with an enemy and the company was not allowed to proceed with.

Workmen Employed In Associated Rubber Industries Ltd

Court held that the new company was formed as a device to reduce the profits of the holding company and thereby reduce the bonus to workmen.

Dinshaw Maneckji Petit Vs CIT

Where a company is incorporated and formed by certain persons only for the purpose of tax evasion, the courts have discretion to disregard the corporate entity in the matter of tax evasion.

2. CLASSES OF COMPANIES

Board of trustees Ayurvedic and unani tibbia college Delhi Vs State of Delhi

Society formed and registered under Societies Registration Act, 1860 is not a “Body Corporate”, even though the society is recognized as a legal person.

Narendra Kumar Agarwal vs. Saroj Maloo

The right of a guarantee company to refuse to accept the transfer by a member of his interest in the company is on a different footing than that of a company limited by shares, as the membership of a guarantee company may carry privileges much different from those of ordinary shareholders.

3. INCORPORATION OF COMPANY

Hari Nagar Sugar Mills Ltd Vs S.S.Jhunjhunwala

From the date of incorporation mentioned in the certificate, the company becomes a legal person separate from the incorporators and there comes into existence a binding contract between the company and its members as evidenced by the Memorandum and Articles of Association.

Spencer & Co. Ltd. Madras Vs. CWT Madras

Merely because a company purchased all the shares of another company it will not serve as a means of putting an end to the corporate character of another company and each company is a separate juristic entity.

Heavy Electrical Union Vs. State of Bihar

The law recognizes a company as a juristic person separate and distinct from its members. The mere fact that the entire share capital has been contributed by the Central Government and all its shares are held by the President of India does not make a company an agent either of the President or the Central Government.

Bowen Vs Secular Society

Where the Object of a company is unlawful, COI is not conclusive proof, that the company is sanctioned to carry out its illegal object. Registration of such a company may be cancelled by Central Govt.

TV Krishna Vs Andhra Prabha Pvt.Ltd

COI is conclusive Evidence, but not MOA.

Moosa Goola Arif Vs. Ebrahim Goola Arif

The COI to be conclusive for all purposes.

Jubilee Cotton Mills Ltd. Vs. Lewis

The certificate is the conclusive evidence of incorporation and that the allotment is valid on the ground that it was made before the company was incorporated.

List of Important Case Laws - C.Law

IPCC_Supplementary Material_C.Law_List of Case Laws_______________________18

4. MEMORANDUM & ARTICLES OF ASSOCIATION

ICICI LTD VS. H.V.Jayaram

The cause of action for failure to deliver the share certificates within prescribed time would arise at the place where registered office of the company is situated and petition can be lodged only where registered office is situated and not where the complainant is residing.

Evans Vs. Burner A company engaged in manufacturing of chemicals, proposed to donate a big sum of money for some scientific research, related to the company’s business. A shareholder objected it on the ground that it was beyond the powers of the company. It was held that the proposal was incidental to the company’s objects.

Minerva mills ltd. Vs. Government of Maharashtra

Facts: The state appealed to the court to hold the shifting of registered office by the company on the ground of loss of revenue to the state. Judgement: The court refused the contention of the State.

Guiness Vs. Land Corporation of Ireland

The memorandum contains the fundamental conditions upon which the company is allowed to be incorporated, in the same way the articles are the internal regulations of the company.

Lord Cairns in Ashbury Carriage Co. Vs. Riches

The articles play a part subsidiary to memorandum of association. They accept the memorandum as the charter of incorporation, and so accepting it the articles proceed to define the duties, the rights and powers of the governing body as between themselves and the company and the mode and form in which the business of the company is to be carried on, and the mode and form in which changes in the internal regulation of the company may from time to time be made.

S.S.Rajkumar Vs. Perfect Castings Pvt. Ltd

The document containing the Articles of Association of a company is a business document, hence it has to be construed strictly. It regulates the domestic management of a company and creates certain rights and obligations between the members and the company.

Andrews Vs. Gas Meter Co

A company cannot deprive itself of its power to alter AOA.

Brown Vs. British Abrasive Wheel Co

Where the majority holding 98% of the shares passed a special resolution that upon the request of holders of 9/10th of the issued shares, a shareholder shall be bound to sell and transfer his shares. The alteration was held to be invalid since it amounted to the oppression of minority.

Allen Vs. Gold Reef of West Africa

Every alteration of AOA may be regarded as having retrospective effect as long as it does not effect things already done by the company.

Midland Railway Carriage Wagon Co

A reserve capital once created can’t be unreserved but may be cancelled on reduction of capital.

Borland’s Trustee Vs. Steel Bros & co. Ltd

AOA contained a clause that on bankruptcy of a member, his shares should be sold to other person and at a price fixed by Directors. ‘B’ a Shareholder was adjudicated bankrupt. His trustee in bankruptcy claimed that he was not bound by these provisions and should be at liberty to sell the shares at their true value. Held, Trustee was bound by Articles, as Shares were purchased by ‘B’ in terms of AOA of the Company.

Bradford Banking co. Vs. Briggs

In this case the Articles gave the company a lien upon each share for debts due by the shareholders to the company. A shareholder mortgages his shares and the mortgagee serves notice thereof upon the company.

The mortgagee would have priority over the company, only if the shareholder had incurred a liability to the company after the notice of the mortgage was given to the company.


L.Joseph Vs. Los An individual member has the power to file a suit against the company to enforce his individual rights. For example, right to get back his shares wrongfully forfeited, right to contest in election for directorship of the company, right to receive a share certificate etc.

Eley Vs Positive Government Security Life Assurance Co.

The rights granted to a member must be in his capacity as a member and not in any other capacity such as solicitor, Promoter etc.

Wood V. Odessa Water Works Company

No express agreement is developed by the Memorandum and Articles between the members of the company. Yet, each and every member of the company is bound by the Memorandum and the Articles on the basis of an implied contract to other members

Kotla Venkata Swamy Vs. Ram Murthy’s case

Articles required that all deeds should be signed by the Managing Director, the Secretary and a Working Director on behalf of the company.The plaintiff accepted the deed of mortgage signed by the secretary and a working director. Held that the plaintiff could not claim anything under this deed even though plaintiff had acted in good faith and money was utilised for the benefit of the company.

Royal British bank Vs. Turquand

Directors were authorised by Articles to borrow on bonds by obtaining approval of shareholders by way of a resolution in general meeting. Directors issued a bond to ‘T’ without authority of such resolution.

Held, that ‘T’ could sue the company on the strength of the bond, as he was entitled to assume that necessary resolution had been passed.

Hatherly in Mahony Vs. East Holyford Mining Co

When there are persons conducting the affairs of the company in a manner which appears to be perfectly consonant with the articles of association then those dealing with them externally are not to be affected by any irregularities which may take place in the internal management of the company.

Howard vs. Patent Ivory Manufacturing co. Case

The directors of the company, under the articles, had no power to borrow more than 1,000 pounds without the resolution of the company in General Meeting. Without a resolution, directors have issued 31,500 pounds worth of debentures to themselves.

It was held that the directors had the notice of internal irregularity and hence the company was liable to them only to the extent of 1,000 pounds.

Underwood Vs. Bank of Liverpool

When a sole director and principal shareholder of a company paid into his own account, with a bank, a cheque drawn in favor of the company, the said bank was held to put upon an enquiry and the bank could not rely upon the ostensible authority of the director.

Ruben Vs. Great Fingal Ltd.

The plaintiff was the transferee of a share certificate issued by the defendant company under its seal. The certificate was issued by the company’s secretary, who affixed the seal and forged the signature of two directors.

The certificate was held void.

Anand Biharilal Vs. Dinshaw & co

In this case, the plaintiff accepted a transfer of the company’s property from its accountant. Since it is beyond the scope of an accountant’s authority, it was held void.

Ashbury Railways Carriage & Iron co. Ltd Vs. Riche

A railway company was formed with the object of selling railway wagons. The directors entered into a contract with Riche to finance the construction of a railway line. The shareholders later rejected the contract as ultravires. Riche brought an action for damages for breach of contract.

The court held that the contract was ultravires and therefore null and void.


5. PROMOTERS AND CONTRACTS

Kelner Vs. Baxter A company cannot ratify a pre-incorporation contract because the company was not in existence at the time of entering into contract.

Howard Vs. Patent Ivory manufacturing Co.

The only alternative available to the company is that it shall enter into a new contract after incorporation to give effect to the old contract, if the company thinks such contract as a needed one. Accordingly, the liability of promoters shall come to an end.

Natal Land & colonisation Co. Ltd. V Pauline Colliery & Development Syndicate Ltd.

The company, after incorporation, cannot enforce a pre-incorporation contract. Then Promoter is personally liable.

English & Colonial Produce Co. Ltd

Even if the company takes the benefit of pre-incorporation contract, it is not bound by it.

6. PROSPECTUS

Government stock and other securities investment Co.Ltd. v. Charistopper

The term 'subscription or 'purchase of shares' means taking or agreeing to take shares for cash.

New Burnswick and Canada Railway& Land Co. Vs Muggeridge

Those who issue prospectus holding out to the public great advantage which will accrue to persons who take up shares on the representations contained therein, They are bound to state everything with scrupulous accuracy and they shall not state a fact which is not so and also not to omit fact within their knowledge, the existence of which might in any degree affect the nature or extent or quality of the privilege and advantages which the prospectus holds out as an inducement to take shares.

Re M K Srinivasan Facts: Cheated public by selling them shares by means of an offer in a prospectus, which suppressed the vital information about the concerns to be transferred to the company.

Judgement: Accused persons were convicted for the offence of criminal conspiracy.

7. ALLOTMENT OF SECURITIES & UNDERWRITING

Calcutta Stock Exchange Association, In re.

The word “allotment” gives us the notion of a “lot”. Therefore, there must first be a lot of securities, then the division of them into value or classes and lastly allocation of them among various applicants is allotment.

Ramsgate Victoria Hotel Vs Montefiare

The allotment must be made within a reasonable time. What is 'reasonable time' is a question of fact and may change from case to case.

9. MEMBERSHIP

Universal Transport Co. vs. Jagjit Singh, Babulal vs. Naraina Sugar Mill

The subscribers to the MOA are deemed to have agreed to become its members. When the company is registered, their names are entered in the register of members. Even the absence of an entry in the register of members will not alter the position. Neither application nor allotment of shares is necessary.

Mohri Bibi Vs. Dharmodas Ghosh

A minor has no contractual capacity the agreement with a minor is void. Therefore, a minor can’t enter into an agreement to become a member.

Nandita Jain Vs. Bennet Coleman & Co. Ltd

A minor can become a member provided 4 conditions are fulfilled: a. The Company must be of a company limited by shares.b. Shares are fully paid up.c. Application for transfer is made on behalf of minor by a lawful

guardian.The transfer is manifestly for the benefit of the minor.


Diwan Singh Vs. Minerva Films Ltd

It was held that there is no legal bar to minor becoming a member of a company by acquiring shares (by way of transfer) provided the shares are fully paid up.

10. SHARE CAPITAL

Borland Trustees vs. Steel Bros. & Co. Ltd

A share is not a sum of money; it is rather an interest measured by a sum of money and made up of various rights contained in the contract, including the right to a sum of money of a more or less amount.

CIT vs. Standard Vacuum Oil Company

There is no prohibition in the Act against issue of securities at differential premium. The value which the acquirer of securities may pay in excess of the par value for acquiring the shares, depends upon the contract between the company and the acquirer of such securities.

Head Henry & Co. vs. Ropner Holdings Ltd

Where a holding company, formed for the purpose of amalgamating 2 existing companies, acquires assets of a greater value than the nominal value of the shares issued by it in exchange for the existing securities of the amalgamated companies, it is required to transfer the excess value of the assets acquired to its securities premium account.

In re Ramuria Cotton Mills Ltd

Once the variation of class rights attached to any class of shares is effected as per the provisions of Section 106 of Companies Act, 1956, it is complete and no further steps being necessary to adopt it.

In re Hindustan General Electrical Corporation

Variation, which merely affects the enjoyment of rights, without modifying the right itself is not amounts to varying rights.

11.SHARE CERTIFICATE & WARRANT

Gopal Paper Mills Ltd. vs. CIT Central Calcutta

The share certificate gives prima facie evidence as to title to the shareholder and is useful in so far as it enables him to prove his title to any shares, that he might be desiring to transfer, pledge, or charge.

Reinford vs. James Keith Blackman and Co.

The title of mortgagee, with whom a share certificate and bank transfer have been deposited, may be defeated by the borrower selling all the shares and procuring the registration of the purchaser by obtaining a duplicate certificate. The purchaser in such cases would obtain priority over the mortgagee, since the mortgagee would have no remedy against the company.

1. Rubpen vs. GreatFingal Consolidated,

2. South LondonGreyhoundRacecourses Ltd.vs. Wake

An officer of the company, who has no authority to issue certificates, issues a forged certificate, then there is no estoppel as to title.

Bloomenthal vs. Ford Where a company states that shares are fully paid up, it cannot later contend that they were not, unless the person relying upon the certificate knew that the shares were not in fact fully paid up.

Re. Gulabdas’s The bona fide holder of the share certificate, who had no notice that the shares were not actually paid up fully, could sell those shares away as fully paid to a person who knew that they were not fully paid so as to give the latter a good title to shares as fully paid because the latter derived title from the transferor who had a good title

12. CALLS & FORFEITURE / SURENDER OF SHARES

Naresh Chandra Sanyal Vs. Calcutta Stock Exchange Association Ltd.

The shares of the stock broker of the Exchange were forfeited for not carrying out his commitment with his client. In this case it has been held that forfeiture of shares of noncompliance with any other engagement than to pay calls is also valid, provided the articles stipulate so. Nonetheless directors should exercise this power carefully, for in the case of any irregularity. The power of forfeiture is required to be exercised bona fide, in the interest of the company, it must not be collusive or fraudulent.


Trevor vs. White-work Surrender and forfeiture have almost the same effect, yet they differ from each other. Surrender is effected with the assent of the shareholder, whereas forfeiture is a proceeding is against a reluctant shareholder

Bellerly and Rawland and Marwoods Steamship Co.

Surrender is possible only when Forfeiture is justified. Since, Partly-paid Shares can be forfeited, there is no bar on accepting surrender of partly-paid Shares.

Collector of Muradabad Vs Equity Insurance Co.

Releasing the members from further liability in respect of shares by surrender is not valid.

13.TRANSFOR & TRANSMISSION OF SHARES

Barton vs. North Staffordshire Supra

In case of forged transfer original owner can claim any dividend which may not have been paid to him during the intervening period.

Sheffield Corporation vs. Barclay

The transferee must take care that he is not getting a certificate from the company on a forged transfer, because the transferee shall be liable to indemnify the company against the consequences of the damages which may have to be paid by the company to the true owner of the shares.

Starkey vs. Bank of England

The person who even without any negligence brings about a transfer is liable to indemnify the company against its liability to the owner of shares whose name was taken off from the register as a result of the forged transfer.

Barton vs. North Straffordshire Railway Co.

The company is bound to restore the name of the real owner on the register as the holder of the shares and pay him any dividends which he ought to have received

Balkis Consolidated Co. vs. Tamkinson

The innocent purchaser for value acting upon the faith of the certificate issued by the company could validly and reasonably assume that the person named in the certificate as the owner of shares was really the owner of the shares represented by the certificate.

R.W. Key and Sons The official assignee or the receiver, as the case may be, is also entitled to be registered as a member in the place of shareholder who has been adjudged an insolvent

Black vs. Homersham Dividends are declared and paid before the transfer is registered then the company must pay it to the transferor. As between the seller and the buyer, it is the buyer who has a prima facie right to all dividends declared, after the date of transfer, unless otherwise agreed. Thus, where shares have been sold ‘ex-dividend’ the seller shall be entitled to retain dividends.

Musselwhite vs. Musselwhite & Sons Ltd

The voting power rests with the transferor between the date when a contract to transfer shares is made and the date of placing of the transferee’s name on the Register of Members but he must vote as the transferee directs.

15.CHARGE

Re.Yorkshire Woolcombers’s Association

Establishes the characteristics of floating charge

16.GENERAL MEETINGS-1

B.N. Viswanathan Vs. Assistant Registrar of Joint Stock Companies,Madras

Sec 96 clearly suggest that the AGM should be held on the earliest of the 3 relevant dates i.e., 6 months after the close of the financial year, 15 months from the previous Annual General Meeting and the last day of the next calendar year, whichever is earlier.

Smt. Jain Vs. Delhi Flour Mills Company Ltd. and others

In a petition under Section 186 for an order directing the holding of general meeting the CLB/Tribunal will not go to the extent of rectifying the register of members for the purpose of giving directions as to who should vote at such a meeting.


B.R. Kundra Vs. Mohan Pictures Association

Directors cannot continue in office by failing to call annual general meeting at which they are to retire; where directors no longer continued to hold office as such, the court (now CLB/Tribunal) can call a meeting to elect directors.

Re. Motion Pictures Association

It was held that a meeting which is not conducted in accordance with the directions of the Company Law Board is not a meeting of a company under Section 186(2) and any business conducted in that meeting must fail.

Musselwhite Vs. C.H. Musselwhite& Sons Ltd.

Omission to serve notice of meeting on a member on the mistaken ground that he is not a shareholder cannot be said to be an accidental omission.

N.O.R NagappaChettiarVs. Madras Race Club

It is not enough that the members present at the meeting indicated either expressly or impliedly that they consented to or acquiesced in shortening the period of notice.

Delhi High Court held in Bharat Kumar Dilwale Vs. Bharat Carbon and Ribbon Manufacturing Co. Ltd. and other:

a) The expression “not less than 21 days’ notice” appearing in Section101 of the Act implies a notice of 21 whole or clear days i.e. a periodof 21 days excluding the day from which it ran and the day on whichthe notice expired.

b) The day of service of the notice and the day of the meeting wereexcluded from the computation of 21 days.

SalieshHarilal Shah v. Matushree Textiles Ltd.

The requirement of the section as length of notice is directory only and not mandatory.

Eastern Linkers (P) Ltd. Vs. DinaNathSodhi

Facts of the Case: A meeting was convened for December, 1969 but deliberately notice of the meeting was not sent to S and his wife. At that

meeting B and S were elected as directors, but were to hold office only till April, 1970. In the next meeting, S was not elected and B and his wife were elected as directors. The contention of S was that since the meeting of December, 1969 was invalid, the meeting of 1970 was also invalid and so were the appointments of B and his wife. The omission to send the notice was not accidental.

Judgment: Held that all the proceedings of April, 1970 meeting suffered from the infirmity of the December, 1969 meeting being invalid, and could not confer any legitimacy on the proceedings held at the alleged meeting of April, 1970. Any proceedings at this meeting of April, 1970 would be obviously unauthorised and illegal.

Joginder Singh Palta Vs. Time Travel (.P) Ltd

Where a person refuses to accept notice served by registered post, is vaild service, in accordance with law.

Tarlok Chand Khanna Vs. Raj Kumar Kapoor

Where the photocopy of the purported notice of two meetings, one of the board of directors and another an extraordinary general meeting of the company to consider the removal of a permanent director, was sent to the permanent director under certificate of posting despite protests by the said director by registered acknowledgment due post that he had not been receiving notices of meetings, it was held that such notice was not properly served and meetings either could not be held or if they were held there was no proper notice to the director and hence the meetings were invalid.

See Boschoek Proprietary Company Vs. Fuxe

It should be noted that an improper or insufficient notice, as well as absence of notice, may affect the validity of a meeting and render the resolutions passed at the meeting ineffective.

TiessienVs. Henderson; NarayanlalBansailal Vs. Manekji Patel Mfg. Company

A notice must clearly specify the business, which is to be transacted at the meeting to which the notice relates, otherwise the notice would be bad. It should make a full and frank disclosure to the shareholders of the fact, on which they would be expected to vote.


Jain Vs. Kalinga Tubes

Where the notice convening an extraordinary general meeting had furnished insufficient particulars as to the special business to be transacted thereat, and the members passed a resolution at the meeting, the directors were restrained by the Court’s injunction from acting on that resolution.

This was because the insufficient particulars furnished prevented the members from preparing their mind prior to the meeting so that they could exercise their Judgment at the meeting in proper manner

Joseph Michael Vs. Tranvancore Rubber & Tea Co. Ltd.

A very minor defect arising out of strict non-conformity with the provisions contained in Section 102 (Statement to be annexed to notice) might not render the resolution null and void.

Centron Industrial Alliance Ltd. Vs. PravinKantilalVakil

Facts: The explanatory statement of EGM did not mention any specific scheme, but it was contended by the requisition insist that in the two annual reports of the company there was a mention of proposal from M, for the lease of C’s factory which had been sent for legal advice and, therefore, the shareholders must be deemed to be aware of the alternate scheme even though the explanatory statement did not specifically refer to this proposal of M. Further, the annual reports did not contain the scheme proposed by M.

Judgment: Held that in the explanatory statement there was not even a reference to the proposal of M. If the purpose of calling the requisitioned meeting was to consider the scheme proposed by M, it should have been so stated. The explanatory statement was insufficient and misleading; The requirements of law were not complied with and all relevant facts in the present case, and the alternative schemes were not put before the shareholders fairly and, accordingly, the requisition for calling the impugned meeting was bad in law.

17. GENERAL MEETINGS-II

Romford Canal Co. If no quorum is present, then there is no meeting and the proceedings are invalid.

Kelantan Coconut Estate Ltd

The representative of a body corporate appointed as per Sec 113 of Companies Act, 2013 or the representative of the President or a Governor of a State as per Sec 112 is a member ‘personally present' for purpose of counting a quorum.

1)Scottish case 2)Neil McLeod & Sons

Ltd., Petitioners

One individual may count as more than one member if he attends the meeting in more than one capacity. Eg: As a member holding shares in his own right and as a member entitled to vote in person in respect of a trust holding.

Trans-Continental Hotel Ltd

In an Australian case, It has been held that two joint holders are members and are to be counted towards a quorum as two members personally present.

18. MISCELLANEOUS MATTERS IN COMPANY LAW

Risto’s case There being no difference between a contract to take shares and any other contract, it is not necessary that an agreement to take shares should be formal. If in substance, an agreement is made, the form is immaterial.

Polatt’s case The same rules, which govern the contract under the law of contracts also apply to a contract to take shares. The intending candidate sends in response to a prospectus, his application to the company for such number of shares as he wants to have or as the company may allot to him. It is treated as an offer from the applicant, which needs to be accepted by the company before a binding contract can come into being. The fact of acceptance is then communicated to the applicant through a notice of allotment.


Maclangan’s case; Wallance’s case

The application for shares or debentures, made in pursuance of a prospectus issued generally, cannot be revoked until after the expiry of the 6th day after the opening of the subscription list, or the giving, before the expiry of the said 5th day by some person responsible under Section 35 for the prospectus, of a public notice having the effect of excluding, limiting or diminishing the responsibility of that person. The applicant, however, can revoke his application, before the notice of allotment is put in the course of transmission to him, e.g., by post.

London & Northern Bank Exp. Jons

Where handing over of the notice of allotment to a postman, however, does not constitute its posting.

Harri’s case On proper posting of the notice the contract is complete even if it is lost.

Gunn’s case Again the acceptance must be communicated to the applicant in some way, whether by writing or verbally or conduct.

Wall’s case Even a notice of allotment brought home to the applicant, not from the company but from elsewhere will be binding on him.

Lawarence’s case; Donwnes vs. Ship

Where shares have been applied for prior to the company’s incorporation, allotment and notice after incorporation in response to such application constitute a complete contract. This is because the application operates as a continuing offer and when the company accepts it after incorporation, it matures into a binding contract.

Universal Banking Co.; Roger’s case; Harison’s case

If share application is conditional, the allotment must be made in pursuance of the specified conditions.

Elkington’s case; Fisher’s case

Where share application has been made subject to a condition precedent, the applicant becomes a member only when the condition is complied with. But where the application has been made subject to a collateral condition or a condition subsequent, the applicant becomes a member in present, when he accepts the notice of allotment and his name has been placed on the register of members. Consequently, even if the company goes into liquidation, he cannot escape the liability as contributory, though the condition has not been complied with by the company before that time. He may be entitled to damages against the company for its failure in carrying out the condition.

Nicol’s case; and Mussel White & Sons Ltd.

The applicant, by agreeing to take shares, merely agrees to become a member but does not actually become a member; he becomes a member only when his name is entered on the register of members.

New Burnswick etc. & Land Co. vs. Muggeridge; Odessa Tramways Co. vs. Monde

To decree specific performance of a contract by a person to take or a company to allot shares is well within jurisdiction of the Court.

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