Company law
harshita agarwal
(Querist) 07 May 2015
This query is : Resolved
A resolution passed by the Board of Directors is not proper in law and is not effective. When the defect in the resolution is not procedural then how can we challenge the resolution?
Kuummaar AS
(Expert) 07 May 2015
On what basis you are telling that a resolution passed by the Board of Directors is not proper in law and is not effective.
harshita agarwal
(Querist) 07 May 2015
The company under sec 18 of the Companies Act 2013 was going under a change in its structure. The resolution so passed has been under its new structure and form and name though the incorporation certificate was received after wards. The resolution passed is before receiving the incorporation certificate.
harshita agarwal
(Querist) 08 May 2015
These are the full facts. An existing company passed the resolution under its changed name and structure before receiving the certificate of incorporation from the ROC.
Guest
(Expert) 08 May 2015
A student's academic query.
harshita agarwal
(Querist) 08 May 2015
This is an academic query but the question asked may happen in practical situations also. Companies do enter into pre- incorporation contracts but what is the situation for existing companies when they enter into contracts under their changed form before getting the incorporation certificate. Any answer/solution to my query respected forum members?
Kuummaar AS
(Expert) 08 May 2015
Dear Harshita,
Your query is still not clear, which is quoted below:
A resolution passed by the Board of Directors is not proper in law and is not effective. When the defect in the resolution is not procedural then how can we challenge the resolution?
Full facts you have given are as follows"
" An existing company passed the resolution under its changed name and structure before receiving the certificate of incorporation from the ROC."
Section 18 of Companies Act, 2013 is also quoted below:
18. (1) A company of any class registered under this Act may convert itself as a
company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter.
(2) Where the conversion is required to be done under this section, the Registrar shall on an application made by the company, after satisfying himself that the provisions of this Chapter applicable for registration of companies have been complied with, close the former
registration of the company and after registering the documents referred to in sub-section(1), issue a certificate of incorporation in the same manner as its first registration.
(3) The registration of a company under this section shall not affect any debts, liabilities,obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such registration had not been done.
YOU HAVE ALSO SAID
"The company under sec 18 of the Companies Act 2013 was going under a change in its structure. The resolution so passed has been under its new structure and form and name though the incorporation certificate was received after wards. The resolution passed is before receiving the incorporation certificate."
"This is an academic query but the question asked may happen in practical situations also. Companies do enter into pre- incorporation contracts but what is the situation for existing companies when they enter into contracts under their changed form before getting the incorporation certificate. Any answer/solution to my query respected forum members?"
YOU HAVE TALKED ABOUT BOARD RESOLUTION, PRE INCORPORATION CONTRACT ETC.
FROM THE ABOVE NOTHING CAN BE MADE OF YOUR QUERY.
PLEASE TELL COMPLETE FACTS WHICH CAN BE UNDERSTOOD BY EXPERTS.
