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    United International University Course Name: Corporate Law & Secretarial Practice Course Code: LAW 3328

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    Fouzia Kamal Sarker
    United International University offers a course called Corporate Law & Secretarial Practice with course code LAW 3328. A student named Fouzia Kamal Sarker submitted an assignment on two legal cases to their lecturer Taslima Jahan. The first case, In Re Baile Hay & Co. Ltd, involved a resolution for company dissolution that was passed by two shareholders but not the other three who abstained. The resolution was deemed invalid since not all shareholders participated in the vote. The second case, V.G Balasundaram vs New Theatre Carnatic Talkies, involved a managing director who failed to properly notify shareholders about financials and call meetings, and a notice for special business that

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    United International University Course Name: Corporate Law & Secretarial Practice Course Code: LAW 3328

    Uploaded by

    Fouzia Kamal Sarker
    37 views4 pages
    United International University offers a course called Corporate Law & Secretarial Practice with course code LAW 3328. A student named Fouzia Kamal Sarker submitted an assignment on two legal cases to their lecturer Taslima Jahan. The first case, In Re Baile Hay & Co. Ltd, involved a resolution for company dissolution that was passed by two shareholders but not the other three who abstained. The resolution was deemed invalid since not all shareholders participated in the vote. The second case, V.G Balasundaram vs New Theatre Carnatic Talkies, involved a managing director who failed to properly notify shareholders about financials and call meetings, and a notice for special business that

    Original Title

    Meeting(Case)

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    United International University offers a course called Corporate Law & Secretarial Practice with course code LAW 3328. A student named Fouzia Kamal Sarker submitted an assignment on two legal cases to their lecturer Taslima Jahan. The first case, In Re Baile Hay & Co. Ltd, involved a resolution for company dissolution that was passed by two shareholders but not the other three who abstained. The resolution was deemed invalid since not all shareholders participated in the vote. The second case, V.G Balasundaram vs New Theatre Carnatic Talkies, involved a managing director who failed to properly notify shareholders about financials and call meetings, and a notice for special business that

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    37 views4 pages

    United International University Course Name: Corporate Law & Secretarial Practice Course Code: LAW 3328

    Uploaded by

    Fouzia Kamal Sarker
    United International University offers a course called Corporate Law & Secretarial Practice with course code LAW 3328. A student named Fouzia Kamal Sarker submitted an assignment on two legal cases to their lecturer Taslima Jahan. The first case, In Re Baile Hay & Co. Ltd, involved a resolution for company dissolution that was passed by two shareholders but not the other three who abstained. The resolution was deemed invalid since not all shareholders participated in the vote. The second case, V.G Balasundaram vs New Theatre Carnatic Talkies, involved a managing director who failed to properly notify shareholders about financials and call meetings, and a notice for special business that

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
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    United International University

    Course Name: Corporate Law & Secretarial Practice

    Course Code: LAW 3328

    Submitted To:

    Taslima Jahan
    Lecturer
    United International University

    Submitted By:

    Fouzia Kamal Sarker


    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, the meeting can be called at short notice if all members agree on it. However, if
    any resolution is passed in the meeting it is appreciated that the resolution is 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 meetings 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 deciding on
    that transaction. The director has 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 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 this 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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