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    Case-1 (Re Baile Hay & Co. LTD)

    Uploaded by

    Fouzia Kamal Sarker
    The document summarizes two legal cases regarding the validity of company resolutions and meeting notices: Case 1 involved a resolution for company dissolution that was passed by two of five shareholders at a meeting called on short notice, where the other shareholders abstained from voting. The resolution was deemed invalid since not all shareholders participated in the vote. Case 2 involved a company director who did not disclose the financial position or call a proper meeting when transacting special business. The meeting notice also did not state the material facts of the special business. The notice was deemed invalid under the director's duty of disclosure.

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    Case-1 (Re Baile Hay & Co. LTD)

    Uploaded by

    Fouzia Kamal Sarker
    195 views2 pages
    The document summarizes two legal cases regarding the validity of company resolutions and meeting notices: Case 1 involved a resolution for company dissolution that was passed by two of five shareholders at a meeting called on short notice, where the other shareholders abstained from voting. The resolution was deemed invalid since not all shareholders participated in the vote. Case 2 involved a company director who did not disclose the financial position or call a proper meeting when transacting special business. The meeting notice also did not state the material facts of the special business. The notice was deemed invalid under the director's duty of disclosure.

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    Meeting(Case).docx

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    The document summarizes two legal cases regarding the validity of company resolutions and meeting notices: Case 1 involved a resolution for company dissolution that was passed by two of five shareholders at a meeting called on short notice, where the other shareholders abstained from voting. The resolution was deemed invalid since not all shareholders participated in the vote. Case 2 involved a company director who did not disclose the financial position or call a proper meeting when transacting special business. The meeting notice also did not state the material facts of the special business. The notice was deemed invalid under the director's duty of disclosure.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    195 views2 pages

    Case-1 (Re Baile Hay & Co. LTD)

    Uploaded by

    Fouzia Kamal Sarker
    The document summarizes two legal cases regarding the validity of company resolutions and meeting notices: Case 1 involved a resolution for company dissolution that was passed by two of five shareholders at a meeting called on short notice, where the other shareholders abstained from voting. The resolution was deemed invalid since not all shareholders participated in the vote. Case 2 involved a company director who did not disclose the financial position or call a proper meeting when transacting special business. The meeting notice also did not state the material facts of the special business. The notice was deemed invalid under the director's duty of disclosure.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    Case-1(Re Baile Hay & Co.

    Ltd)

    In Re Baile Hay & Co. Ltd, a meeting was called on short period notice. There were five
    shareholders in the company and they all attended the meeting but the resolution passed for
    dissolution was passed by the votes of two shareholders and the other abstained from doing it.

    ISSUE:

    Whether the resolution passed is valid according to law?

    REASON:

    As we know, meeting can be called at shorten notice if all members agree on it. However, if any
    resolution is passed in the meeting it is appreciated that the resolution passed on shorter notice.
    The consent can be gain subsequently the holding of a meeting and a resolution passed at a
    meeting on subsequent consent validates it. Consequently, in Re Baile Hay & Co. Ltd, a meeting
    was called on short period notice. There were five shareholders in the company and they all
    attended the meeting but the resolution passed for dissolution was passed by the votes of two
    shareholders and the other abstained from doing it. However, as all the shareholders didn’t
    participate in the voting so we cannot say the decision is valid.

    DECISION:

    So the resolution passed isn’t valid and is deemed to be void according to law.
    Case-2 (V.G Balasundaram vs New Theatre Carnatic Talkies)

    In V.G Balasundaram vs New Theatre Carnatic Talkies, a company one of the managing
    directors did not inform the other member, shareholders about the financial position and
    accounts. He also did not call meeting properly. Special business is transacted but the notice
    didn’t state the material facts of such special business.

    ISSUE:

    Whether the notice of meeting is valid according to law?

    REASON:

    It is a clear case of disclosure of material fact. As we know, the duty of disclosure is a


    component of the duty of loyalty, but it also implicates the director’s obligation to act with due
    care and in good faith. As part of the duty of care, a director should reveal all relevant material
    information that he possesses about a transaction to all who are in the position of making a
    decision about that transaction. The director has a duty to make an informed decision because
    ultimately it will affect the corporate interest and welfare. When the director has a conflict of
    interest or perceives a conflict of interest relative to a corporate interest or transaction, he must
    disclose all known material information that relates to the conflict of interest and/or transaction.
    The duty of disclosure is implicated in any decision-making process, but particularly applies
    when stockholder action is required. The scope of the information that must be disclosed is any
    information that a reasonable person would consider important under the particular
    circumstances when deciding how to vote on the transaction. In the case special business is
    transacted but the notice didn’t state the material facts of such special business which means it is
    not valid by law.

    DECISION:

    So the notice of meeting is invalid and considered to be void according to law.

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