Nutan & Sons Co. Pvt. Ltd.

Nutan & Sons Co. Pvt. Ltd. was incorporated on 1st June 2005 with an authorized capital of Rs 2 crores, having its registered office in New Delhi. It was authorized by its Memorandum of Association to carry on the business of an export oriented unit and other activities of an allied nature. The company has 5 directors of whom Ajay, Vijay, Suraj & Tabassum were responsible for promoting the company. These directors eventually also became the 1st director's of the company.

Before the company was incorporated they bought some machinery from Mr. X for Rs 50000/- in the companies name. After the company had beeen registered they bought a small piece of land from DLF developers for the purposes of setting up the company's manufacturing unit. This piece of land was bought on basis of partial downpayment and 12 EMI's all in the companies name.

After incorporation the company held its 1st Annual General Meeting on 15th June, 2006. The next meeting was held on 15th Sept. 2008. For which no permission had been taken by the Registrar regarding the extension of the time. Thereafter, the company has not held any annual general meeting for the last 4 years. Though the company held all it's Board meetings timely at its registered office.

After giving the first two installments, the financial transfers were stopped by the company. When DLF approached them for demanding the remaining balance, they were informed that the director's had split and were no longer liable to pay DLF individually as the land had been bought in the companies name and only the company is liable to return the balance pending.

When DLF went in for further investigations, no legal proof of separation could be produced by the director's regarding the same. DLF after hearing to the plea of the director's filed in a case in court for recovery of their pending money.

On 1st September,2009 Vijay who was one of the Directors of the company died in an airplane crash while he was on his way for attending a meeting at Italy.As, the company was in its growth stage and was trying to get out of financial crunch, the Directors decided to fill this vacany at its earliest for which they called an EGM. As a result of this meeting Sunil, was appointed as the new director of the company in place of Vijay.

please let me noe the topic that need to be covered according to the case study

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Respected sir,
The problem I have with this case study is the identification of company law topics that have been covered in this case study . Apart from MOA I haven't been able to identify any other topic . Sir it would be very helpful if you tell me what topics are cover . Please revert back to me as soon as possible . Thank you for your time .



Aditya Gogna

Respected sir,
The problem I have with this case study is the identification of company law topics that have been covered in this case study . Apart from MOA I haven't been able to identify any other topic . Sir it would be very helpful if you tell me what topics are cover . Please revert back to me as soon as possible . Thank you for your time .



Aditya Gogna

Quote:

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Originally Posted by adityagogna

... the problem i have with this case study is the identification of company law topics that have been covered in this case study. Apart from MOA i havnt been able to identify any other topic . ...

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I am not an expert on Indian company law, but with that caveat, let me suggest a few areas of inquiry (topics):

• limited liablity for the directors against the claim by DFL and any applicable exceptions
  
• the consequences, if any, for failure to hold required anual general meetings
  
• irregularities connected with the election of Vijay as director, and, if any, the consequences.