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Tuesday, January 8, 2008

Time specified in the Companies Act

If this is the case, it cannot be said that Mr. ‘X’ as a director of ‘B Company Ltd.’ obtains from ‘B Company Ltd.’ anything more than what he is entitled as an ordinary director of ‘B Company Ltd.
Under these circumstances, it cannot be said that Mr. ‘X’ holds a place or office of profit under ‘B Company Ltd. Hence, the prohibition contained in sub-section (1) of Section 314 does not apply to the instant case.
Discuss the validity of the arguments of the Director in the following cases:
In the General Meeting of X Ltd., held on 2.5.2000, Mr. A was appointed as a Director.
On that day, he was not holding any equity shares in X Ltd. As per the Articles of
Association of X Ltd. the share qualification is the holding of 500 equity shares. On
(. 15.6.2000 Mr. A applied for 1,000 equity shares in X Ltd. and the shares were allotted
on 10.7.2000. Mr. A claims that he was holding the qualification shares within the time
specified in the Companies Act. As per Section 270 of the Companies Act, 1956, where Articles of Association prescribe for share qualification, the same must be obtained by each director within two months after his appointment. Section 283 (1) (a) provides that the office of a director shall fall vacant if he fails to obtain qualification shares within the time specified in sub-section (1) of Section 270.
In the given case, Mr. A was appointed as a director on 2.5.2000 but he was allotted the requisite qualification shares on 10.7.2000, i.e., after the lapse of two months prescribed under Section 270 (1). Thus, the office of Mr. A shall be deemed to have fallen vacant.
There was no limit on the borrowing for the business in the memorandum of the company. But pursuant to a decision in the general meeting, the directors could
not borrow beyond the limit of the issued capital of the company without the sanction of the general meeting. The directors borrowed money beyond their powers for the business of the company. The company failed to pay back the same and argued that since the money was borrowed by directors exceeding their authority, the company has no legal liability. Examine and comment with supporting case law.

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