AI Overview...
-
Resolution Passing Authority - Resolutions for the sale or disposal of company property must be passed either in a Board of Directors’ Meeting or General Meeting, and such resolutions require proper authorization and compliance with legal procedures Flowfast Engineers (India) VS D & H Secheron Electrodes Pvt. Ltd. & others - Bombay, NIMAR INDUSTRIAL CORPORATION PRIVATE LTD. VS MADHYA PRADESH ELECTRICITY BOARD, JABALPUR - Madhya Pradesh, Kishor Motilal Balsara VS O. L. of Vitta Mazda Ltd. - Gujarat, Rohini Sarma and Ors. VS Sakuntala Devi and Ors. - Gauhati.
-
Validity of Resolutions - Resolutions passed without proper notice, in violation of Articles of Association, or without requisite authority are considered invalid and can render transactions void or subject to legal challenge Nirad Amilal Mehta vs Genelec Limited - Bombay, Rohini Sarma and Ors. VS Sakuntala Devi and Ors. - Gauhati.
-
Board vs. General Meeting - While the Board generally has the authority to dispose of company property, certain transactions—especially sale of substantial assets—may require approval through a General Meeting or specific resolution, depending on the company's Articles and applicable laws B. M. Farookh VS Maharashtra Apex Corporation Limited - Karnataka.
-
Legal and Court Perspectives - Courts emphasize the importance of proper resolutions, transparency, and adherence to statutory and internal procedural requirements. Resolutions passed in illegal meetings or without proper notice can be challenged as null and void, affecting the validity of property transactions 1. Ravi Ramesh Babu 2. Mopidevi BabuRao VS KANTI CONDUCTORS LIMITED. - National Company Law Tribunal, Mrs.C.Mangala Vijayalakshmi vs K.S.Kasimaris Ceramique (P) Ltd., Rep.by its Managing Director, Mr.K.S.Anantharaman - Madras.
-
Implications of Improper Resolutions - Unauthorized or improperly passed resolutions can lead to the sale being declared void, and may result in legal action by shareholders or creditors, especially if statutory requirements are violated Nirad Amilal Mehta vs Genelec Limited - Bombay.
Analysis and Conclusion:
For a company’s property sale to be valid, a proper resolution must be passed in compliance with the Companies Act, Articles of Association, and internal procedures. Resolutions passed without proper notice, in unauthorized meetings, or lacking necessary approval are legally questionable and can be challenged in court, potentially leading to the transaction being declared void. Both the Board and General Meeting play crucial roles, with specific transactions often requiring approval by resolution passed in a duly convened meeting Flowfast Engineers (India) VS D & H Secheron Electrodes Pvt. Ltd. & others - Bombay, NIMAR INDUSTRIAL CORPORATION PRIVATE LTD. VS MADHYA PRADESH ELECTRICITY BOARD, JABALPUR - Madhya Pradesh, Kishor Motilal Balsara VS O. L. of Vitta Mazda Ltd. - Gujarat.
References:
- Flowfast Engineers (India) VS D & H Secheron Electrodes Pvt. Ltd. & others - Bombay
- NIMAR INDUSTRIAL CORPORATION PRIVATE LTD. VS MADHYA PRADESH ELECTRICITY BOARD, JABALPUR - Madhya Pradesh
- Kishor Motilal Balsara VS O. L. of Vitta Mazda Ltd. - Gujarat
- The Cochin Malabar Estates and Industries Ltd. VS P. V. Abdul Khader - Kerala
- Narendra Nath Chakravorty VS Corporation Of Calcutta - Calcutta
- Rohini Sarma and Ors. VS Sakuntala Devi and Ors. - Gauhati
- Nirad Amilal Mehta vs Genelec Limited - Bombay
- B. M. Farookh VS Maharashtra Apex Corporation Limited - Karnataka
- 1. Ravi Ramesh Babu 2. Mopidevi BabuRao VS KANTI CONDUCTORS LIMITED. - National Company Law Tribunal
- Mrs.C.Mangala Vijayalakshmi vs K.S.Kasimaris Ceramique (P) Ltd., Rep.by its Managing Director, Mr.K.S.Anantharaman - Madras
Search Results for "Resolution to Sell Property of Company Must be Passed Board Meeting"
2005 0 Supreme(Bom) 151 • India - Bombay
S.K.SHAH
1 company which could be given by a resolution passed either in the General Body Meeting or in the Board of Directors’ Meeting. ... should have been got ratified by the defendant No. 1 Company by a suitable resolution passed by it either in the General Body Meeting ... No such resolution has been passed. ... It is needless to say that there has to be authority for disposal of the....
1973 0 Supreme(MP) 43 • India - Madhya Pradesh
G.P.SINGH, R.K.TANKHA
, which is a Corporation, can act only by resolution passed in a Board meeting. ... I8 - Corporation can act only by resolution - decision to betaken only in a meeting - decision by circulation - valid only in routine ... ... But the plaintiff - company must be presumed to have notice of the ... On the request for purchase of the suit property made by the plaintiff-company, the Board on 18th Nove....
2013 0 Supreme(Guj) 731 • India - Gujarat
K.M.THAKER
- Any material to establish that proper and requisite resolutions were passed and requisite authority was duly and properly conferred ... /delegated in favour of said person and thereafter the disputed transactions were executed is not placed on record - Property under ... by delay and laches, In absence of requisite resolution and proper authorization, the impugned transaction and the sale-deed cannot ... The Court would also require the decision (in form of resolution) taken by the #....
2003 0 Supreme(Ker) 108 • India - Kerala
K.S.RADHAKRISHNAN, K.PADMANABHAN NAIR
that it is just and equitable to wind up the company while the creditors are not interested in the winding up of the company. ... , ordinary shareholder has no power to question the same. – Solitary shareholder of the company has approached the Company Court ... so as to wind up the company under S.433(e) and (f) of the Companies Act stating that the company is unable to pay its debts and ... The company as per the resolution passed#HL_EN....
1959 0 Supreme(Cal) 176 • India - Calcutta
SINHA
Whether the consideration of the resolutions at an ordinary meeting of the Corporation was in accordance with law? ... at an ordinary meeting of the Corporation was not in accordance with law. ... The Court also held that the discussions on the resolutions and the passing of any resolution with regard to the same would have ... Naturally, before deciding the question it will have to be considered as to what is the nature and subject matter of the resolution which is sought to be #HL_ST....
1998 0 Supreme(Gau) 131 • India - Gauhati
V.DUTTA GYANI, H.K.KUMAR SINGH
THE COURT ALSO HELD THAT THE RESOLUTION PASSED BY THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON 15.5.97, WHICH WAS RELIED UPON ... WHETHER THE RESOLUTION PASSED BY THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON 15.5.97 WAS IN ACCORDANCE WITH THE ARTICLES ... THE COURT ALSO HELD THAT THE RESOLUTION PASSED BY THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY ON 15.5.97 WA....
• India - Bombay High Court - Original Side,Bombay
D.G. Karnik, J
property executed without proper notice and resolution, leading to accusations of the sale being void. ... (A) Companies Act, 1956 - Section 293 - Shareholder seeking injunction against sale of company’s property due to lack of proper resolution ... in general meeting - The court recognized a prima facie violation of the statutory requirement for internal resolutions affecting ... On 23rd March 2007, a resolution was purportingly passed by the defend....
2007 0 Supreme(Kar) 877 • India - Karnataka
N.KUMAR
Board is competent to dispose of company’s property without company’s consent in General Meeting. ... However, when consent of company in General Meeting has been taken for sale of company’s property, though not required, vendee cannot ... Kumar, J] Undertaking of company - Requirement of Board to take consent of company in its General Meeting for making sale, lease ... The said resolution was #HL....
2025 Supreme(Online)(NCLT) 50 • India - National Company Law Tribunal
SHRI. RAJEEV BHARDWAJ, SHRI. SANJAY PURI, JJ
that their rights were violated through illegal board meetings, share allotments, and lack of notice regarding company affairs, ... and its directors - Court found that the Extra-Ordinary General Meeting (EGM) and Annual General Meeting (AGM) were illegal, null ... The court emphasized the need for fairness and transparency in company affairs. ... the resolutions passed by the board of R1 company from 22-11-2018 ti....
2025 Supreme(Online)(Mad) 65134 • India - IN THE HIGH COURT OF JUDICATURE AT MADRAS
ANITA SUMANTH, N.SENTHILKUMAR, JJ
The contested resolutions pertained to the sale of substantial portions of land by the company, which had been passed during board ... meetings and subsequent sales of company property, claiming a lack of proper authorization and engagement in management decisions ... - The court emphasized that resolutions passed in board meetings, if not challenged in a timely manner, bind absent members, reaffi....
Filter by Legal Phrase
