In Anand Bihari Lal vs Dinshaw Co AIR 1942 Oudh 417 the plaintiff accepted

In anand bihari lal vs dinshaw co air 1942 oudh 417

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In Anand Bihari Lal vs. Dinshaw & Co., A.I.R. (1942) Oudh 417 , the plaintiff accepted transfer on the company's property from its accountant. The transfer was held to be void because such a transaction is apparently beyond the scope of the accountant's powers. It puts the person dealing with the company under inquiry; the plaintiff should have insisted on seeing the Power of Attorney executed in favour of the accountant by the company. Even a delegation clause is not enough to make the transaction valid unless the accountant is in fact authorized. 7. When an outsider does not have any knowledge of the articles . A person who did not consult the company's memorandum and articles and consequently did not act in reliance on those documents, cannot be protected under the rule in Turquand . 8. . Where an act is ordinarily beyond the apparent authority .
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An outsider will not be protected by the rule in Turquand's case if the act of the agent is one which would not ordinarily be within his powers simply because under the articles the power of making such a contract might have been entrusted to him. The outsider can only hold the company liable if only the power had infact been delegated. The facts of Anand Bihari Lal vs . Dinshaw & Co . [( 1942 ), A.I.R. Oudh. 417] illustrate this point. Test Questions 1. What are the Articles of association? How can they be altered? Discuss the limits upon the powers of a company to alter the Articles of Association. 2. Discuss the relationship between the Articles and the memorandum. 3. What is the legal effect of the Articles of a company between (a0 members and the company, (b) members inter se , (c) company and outsiders? 4. Discuss the scope of the doctrine of indoor management. To what extent has the doctrine been incorporated in the Companies Act. 5. Outline the rule in Royal British Bank v Turquand . What are the exceptions of this rule? 5.1. STATUTORY DECLARATION OF COMPLIANCE This is a document required by section 17(2) and it contains a declaration made to the Registrar of companies telling him that the persons who have formed the company have complied with all the requirements of the Companies Actasregards formation ofa company. The declaration should be prepared and signed by an advocate of the high court or by a person who was named in the articles as a director or secretary of the company. The declaration must be in the prescribed format usually on Form 203 A . The Act requires the promoters to prepare: - a) Written consent of every director of public companies stating that each has agreed to act as a director. b) A return of the first directors i.e. particulars of the first directors. c) A statement on the authorized share capital of the company. This is required by the Stamp Duty Act Section 39. d) A document indicating notice of the company’s registered office (sec.108).
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  • Fall '16
  • Mr.Oloo
  • Corporation, Share capital, Types of companies

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