company law

vijaybhushan (Querist) 27 May 2010 This query is : Resolved
legality of resolution passed contrary to
articles of association of company.

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G.Sanjeeva Reddy (Expert) 27 May 2010
resolution passed contrary to AOA with intention to provide benefit to a particular group or individual is void and null. How ever if the artciles are inconsistent with the Act then the Act will override the artilces.

vijaybhushan (Querist) 27 May 2010
Thanks Mr.G.Sanjeeva,
could you provide any ruling of supreme court to support this view.

Raj Kumar Makkad (Expert) 27 May 2010
It is settled law that no resolution can be passed contrary to the provisions contained in AOA.

Heaven 2011 (Expert) 28 May 2010
Dear Sir generally all the resolutions passed in the Board or general meeting should not override you MOA or AOA. But mind it that section 9 of the Companies Act 1956 has power to override the MOA and AOA. So it depends upon the case what are u doing.
Rgds

vijaybhushan (Querist) 29 May 2010
Dear sir, could you provide any ruling.
Executive engineer signe vakalatnama for U.P.C.LTD what is proper:-
R.R.Singh
(a)executive Engineer
u.p.c.Ltd
or
(b)For & on behalf of u.p.c.Ltd

Executive Engineer
and consequence of improper vakalatnama?