Corporate Law Cases and Concepts Quiz
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Questions and Answers

What was the maximum remuneration cap before it was reduced in Apollo Tyres Limited's case?

  • 12% of PBT
  • 15% of PBT
  • 10% of PBT (correct)
  • 7.5% of PBT
  • In the context of Foss v. Harbottle, who is considered the proper party to bring an action regarding a wrong committed to a company?

  • The company itself (correct)
  • Minority shareholders
  • Individual shareholders
  • The board of directors
  • What issue was raised in the case of Glass v. Atkin regarding individual shareholder rights?

  • Right to sue other shareholders
  • Right to demand higher dividends
  • Right to enforce individual rights against the company (correct)
  • Right to have unfair resolutions revoked
  • Which case highlights the concept of fraud against minority shareholders in the context of resolutions?

    <p>Menier v. Hooper’s Telegraph Works (D)</p> Signup and view all the answers

    What was the voting requirement for the resolution in Edwards v. Halliwell?

    <p>Special majority (B)</p> Signup and view all the answers

    What was the primary legal issue in Nagappa v. Madras Race Club?

    <p>Loan provision without security (D)</p> Signup and view all the answers

    Which case demonstrates the principle that majority shareholders can act in ways that disadvantage minority shareholders?

    <p>Menier v. Hooper’s Telegraph Works (C)</p> Signup and view all the answers

    What was the initial regulation concerning loan provisions as stated in the Articles of Association (AOA) of the company in Bharat Insurance Ltd. v. Kanhya Lal?

    <p>No loans without security (C)</p> Signup and view all the answers

    What ensued from the actions of the promoters in the State of Punjab regarding the money circulation scheme?

    <p>The scheme was unworkable and falsely represented. (B)</p> Signup and view all the answers

    In the case of Parminder Kaur v. State of UP, what factor was notably absent that negated the charge of forgery?

    <p>No indication of the school's recognition was present on the certificate. (D)</p> Signup and view all the answers

    What constitutes a document as forged according to Mohd. Ibrahim and others v. State of Bihar?

    <p>Alteration must be made for personal gain. (A)</p> Signup and view all the answers

    What was the conclusion regarding the false sale deed executed with honest intentions as discussed in the context of Ramautar Chaukhany v. Hair Ram?

    <p>It was not considered an instance of cheating. (A)</p> Signup and view all the answers

    According to the Commissioner of Wealth Tax v. G.D. Naidu, which of the following is NOT an essential requisite of a debt?

    <p>An obligation that is possible to deny. (A)</p> Signup and view all the answers

    In the case SEBI vs. Kanaiyalal Patel, what was the role of the portfolio manager related to the accused?

    <p>He had familial ties to the accused. (D)</p> Signup and view all the answers

    What allegation was made against AGL in the case involving Faridabad Industries Association?

    <p>They grossly violated investment regulations. (B)</p> Signup and view all the answers

    What essential condition must be met for an act to be classified as dishonest and fraudulent in the context of transfer of property?

    <p>The transfer must lack adequate consideration. (C)</p> Signup and view all the answers

    What constitutes oppressive conduct in relation to the board's decision-making?

    <p>Non-declaration of dividends without justification (B), Decisions by the board that are not transparent (C)</p> Signup and view all the answers

    In the case of Dale and Carrington Investment, what is the implication of increasing share capital solely for control?

    <p>It amounts to oppression of minority shareholders (D)</p> Signup and view all the answers

    What must directors ensure when exercising their discretion regarding the transfer of shares?

    <p>They must act reasonably and in good faith (D)</p> Signup and view all the answers

    What is indicated by the term 'intent to deceive' in the context of fraud?

    <p>It suggests a desire to mislead someone for personal advantage (D)</p> Signup and view all the answers

    Which of the following best describes the legal heirs' rights in share transmission?

    <p>They gain rights automatically upon the shareholder's death (D)</p> Signup and view all the answers

    According to the case K.S.Mothilal v.K.S.Kasimaris Ceranique, what must happen for heirs to be registered?

    <p>They must have the will probated (A)</p> Signup and view all the answers

    What effect can the illegality of an action have in the context of corporate governance?

    <p>It can affect the perceived oppressiveness of the action (A)</p> Signup and view all the answers

    In the context of member complaints regarding oppression, what role does membership play?

    <p>Only members can complain in their capacity as shareholders (D)</p> Signup and view all the answers

    What was Carlos Ghosn arrested for concerning Nissan?

    <p>Understating his compensation by more than $80 million. (A)</p> Signup and view all the answers

    What controversial practice did Under Armour Inc. end in 2018?

    <p>Employee trips to strip clubs. (B)</p> Signup and view all the answers

    What should executives avoid when engaging in corporate social activities?

    <p>Engaging in offensive social activities. (D)</p> Signup and view all the answers

    What was the public's response to Lockheed Martin's social media engagement?

    <p>Criticism highlighting the impact of its weapons. (C)</p> Signup and view all the answers

    Which of the following statements accurately reflects the implications of Section 300 of the CrPC?

    <p>Once acquitted, a person cannot be retried for the same offence or related offences. (C)</p> Signup and view all the answers

    What aspect of corporate management is illustrated by the actions of Nissan?

    <p>Poor judgment in executive conduct. (A)</p> Signup and view all the answers

    What rationale did the High Court use to refuse the petition of the wife of the deceased managing director?

    <p>She was considered liable as a director during the proceedings. (C)</p> Signup and view all the answers

    According to the apex Court, what is unnecessary during various stages of the criminal justice process?

    <p>Providing detailed reasoning for initial charge framing. (C)</p> Signup and view all the answers

    Which company's executives faced criticism for their judgment regarding employee activities?

    <p>All of the above. (D)</p> Signup and view all the answers

    What does the phrase 'procedural law is not to be a tyrant but a servant' imply about justice?

    <p>Justice should not be impaired by overly strict adherence to procedure. (A)</p> Signup and view all the answers

    What significant element is lacking in the corporate response to crises as exemplified by Nissan’s situation?

    <p>Proactive ethical considerations. (C)</p> Signup and view all the answers

    In the context of liability, what duty does a director have upon the death of the managing director?

    <p>Continuing liability for the company's compliance requirements. (A)</p> Signup and view all the answers

    What fundamental issue does the link between obesity and diet reflect?

    <p>The complexity of health and lifestyle choices. (B)</p> Signup and view all the answers

    What is the implication of the court's stance on detailed orders during the criminal justice process?

    <p>Only essential decisions and prima facie cases are necessary. (D)</p> Signup and view all the answers

    How does the R.S. Nayak vs. A.R. Antulay case relate to the concept of liability in corporate governance?

    <p>Directors can be held liable for their roles irrespective of the managing director's status. (B)</p> Signup and view all the answers

    What common misconception does the statement about detailed orders in criminal justice cases address?

    <p>Legal processes can function correctly without elaborate documentation. (C)</p> Signup and view all the answers

    What should the Magistrate ensure if the accused cannot understand the language of the evidence presented?

    <p>The evidence must be interpreted in a language the accused understands. (B)</p> Signup and view all the answers

    Which of the following statements about clubbing of cases is true?

    <p>Offences can be clubbed if they are connected and part of the same transaction. (C)</p> Signup and view all the answers

    In the case of Nutech Agros Ltd. vs. Mohan Rao, why was the summons quashed?

    <p>The court found that opening a special account was not necessary. (C)</p> Signup and view all the answers

    What did the Court rule in the case of Falcon Tyres Ltd. vs. Mohan Rajan regarding juristic persons?

    <p>The complainant being a juristic person does not exempt them from court presence requirements. (A)</p> Signup and view all the answers

    What powers does a Magistrate have when the complainant fails to appear in court?

    <p>The Magistrate has the power to acquit the accused due to the absence. (D)</p> Signup and view all the answers

    Under what condition can the accused plead to drop the trial according to the law?

    <p>If the accused believes the process against him was unwarranted. (D)</p> Signup and view all the answers

    What is a requirement for the process of summoning documents in a case?

    <p>The documents must be relevant to proving the accused's guilt. (A)</p> Signup and view all the answers

    What does the term 'juristic person' refer to in legal contexts?

    <p>A legal entity that can participate in a court of law. (A)</p> Signup and view all the answers

    Flashcards

    Foss v. Harbottle

    A legal principle stating that a shareholder cannot sue directors for a wrong committed to a company, as only the company itself can pursue such action. The shareholder's remedy is to seek a shareholder resolution for the company to take action.

    Fraud on the Minority

    A shareholder can bring an action against directors if the directors are in control of the company and are committing fraud on the minority shareholders. This principle allows minority shareholders to assert their rights when they are negatively affected by a majority decision.

    Glass v. Atkin

    An individual shareholder can enforce their personal rights against a company, like the right to vote or be a director, even if it goes against the majority decision. This principle protects individual shareholder rights.

    Ultra Vires Doctrine

    A company cannot exceed its powers as defined by its Articles of Association (AOA). If the company acts beyond its powers, the actions can be invalidated.

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    Conflict of Interest

    If a shareholder wants to use a company's funds or assets for their own benefit, they must prove it's not a conflict of interest. Such actions are scrutinized to ensure fairness and transparency.

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    Edwards v. Halliwell

    A shareholder can challenge a company's decision if the resolution was passed with a simple majority, but the company's AOA required a special majority for that decision. This protects the minority shareholders from being overridden.

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    Shareholder Democracy

    A company's shareholders can vote on resolutions regarding the company's operations and future direction. This democratic principle empowers shareholders to influence the company's course.

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    Ashbury Railway Carriage & Iron Co. v. Riche

    A company must act within its powers as described in its AOA and cannot enter into contracts beyond its scope. This principle ensures that companies operate within their authorized activities.

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    Oppression & Mismanagement (O&M)

    Occurs when a company's actions unfairly disadvantage a shareholder or group of shareholders.

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    Share Transmission After Death

    A shareholder's death does not automatically transfer their shares to their heirs. The heirs must formally apply to the company for transmission of the shares.

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    Court's Role in Share Transfer Decisions

    The court can review the decision of directors regarding share transfers, ensuring fairness and due process for all parties.

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    Legality vs. Oppressiveness

    An illegal act, while concerning, might not alone constitute oppression. The intent and impact of the action on shareholders can be crucial in determining if it's oppressive.

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    Share Capital Increase for Control

    A significant increase in a company's share capital can be oppressive if done solely to gain controlling power over the company.

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    Director's Discretion in Share Transfers

    Directors have a responsibility to exercise their powers reasonably and in good faith. This includes their power to refuse share transfers.

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    Complaining of Oppression: Shareholder Status

    A shareholder can file a complaint alleging oppressive conduct only in their capacity as a shareholder, not as a director or creditor.

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    Intent to Deceive: Aim to Influence Action

    The intent to deceive involves not just aiming to mislead, but also aiming to make someone act or not act based on the lie.

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    False Representation and Belief

    A person cannot be charged with cheating for simply making a false representation if they truly believed it to be true, even if the representation was ultimately false.

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    Forgery and Alteration

    Modifying a document to gain something or achieve a specific goal can be considered forgery.

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    Cheating by Deception and Dishonesty

    When a person takes someone's property without proper compensation with dishonest intentions, it can be considered cheating.

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    Good Faith and False Sale Deed

    A person cannot be accused of cheating for making a false sale deed if they made it in good faith, without intending to deceive.

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    What is 'Debt'?

    Debt involves an existing and definite obligation to pay, whether immediately or in the future.

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    Characteristics of Debt

    A debt involves an obligation to pay a specific sum of money, which is either already known or can be calculated.

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    Insider Information and Portfolio Manager

    A portfolio manager using inside information about an investment company to benefit their cousin is a potential regulatory violation.

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    Regulatory Action on Business Practices

    An association that accuses a company of unfair business practices, like manipulating gas prices, can lead to a regulatory investigation.

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    Offensive Corporate Activities

    A company should avoid activities like taking employees to strip clubs on corporate credit cards as such activities could be perceived as offensive and discriminatory.

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    Social Media Awareness for Businesses

    Companies need to be mindful of their social media presence and understand their audience's sentiment towards their products, policies, and overall brand.

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    Effective Corporate PR Crisis Management

    When faced with a crisis, companies should focus on communicating transparently and effectively, outlining the essential elements of the situation and their action plan.

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    Financial Misconduct in Corporate Leadership

    Nissan's former chairman, Carlos Ghosn, was arrested and charged with financial misconduct, highlighting the importance of financial transparency in a company.

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    Weapon Manufacturer's Social Media Presence

    Lockheed Martin, a major weapons manufacturer, should be aware of the public's perception of their products and the potential negative impact of showcasing weapons on social media.

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    Company Culture and Professional Boundaries

    Under Armour faced criticism for its tolerance of employees’ visits to strip clubs, highlighting the need for companies to maintain professional boundaries and conduct.

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    Avoiding Misdirection and Shifting Blame

    Companies should focus on addressing real issues instead of shifting blame or avoiding responsibility. Focusing on effective solutions and positive outcomes is crucial.

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    Importance of Exercise and Diet

    While there are some who believe exercise is more effective than diet, the reality is that both are essential for a healthy lifestyle.

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    Double Jeopardy

    A person cannot be tried again for the same offense if they were previously acquitted or convicted by a court of competent jurisdiction. This principle prevents double jeopardy.

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    Procedural Law's Purpose

    Procedural law should be used to assist justice, not hinder it. The legal system should not be a burden but a tool for achieving fairness.

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    Wife's Liability in Legal Cases

    A wife can be included as an accused in legal proceedings even after her husband's death, particularly if she was a director of the company involved in the case.

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    Detailed Orders in Criminal Justice

    Detailed written orders are not always necessary at every stage of a criminal justice process, such as issuing summons or remanding the accused.

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    Prima Facie Case in Framing Charges

    At the stage of framing charges, the judge only needs to determine if there is a prima facie case, a reasonable basis for suspicion, without giving extensive reasons.

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    Clubbing of Cases

    When multiple offenses happen during the same event with continuous action and shared purpose, they can be combined and treated as one case.

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    Company as a Juristic Person

    A company is considered a legal entity, not a physical person, and cannot be physically present in court.

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    Dropping of Trial for Company Complaint

    If the complainant fails to appear in court, the magistrate can drop the case, even if the company is the complainant.

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    Interpretation of Evidence

    In court, the accused has the right to have evidence interpreted into a language they understand.

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    Summoning Documents for Special Account

    The court can dismiss a case if the company's failure to open a special account wouldn't automatically prove guilt, as it's not limited to one specific bank.

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    Oppression of Shareholders

    A shareholder can sue a company for unfair actions that negatively affect them, but only in their capacity as a shareholder.

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    Study Notes

    Shareholder Democracy

    • Apollo Tyres Limited: Minority shareholders rejected the reappointment of the Managing Director due to increased remuneration despite losses. Remuneration capped at 7.5% of Profit Before Tax (PBT). Previously, it was 10%.
    • Foss v. Harbottle: A member cannot sue the directors for a wrong committed against the company. The company itself should initiate action.
    • Bharat Insurance Ltd. v. Kanhya Lal: A company's articles of association specify that loans must be secured. But without security, the company granted a loan. The Foss v. Harbottle principle applied.
    • Nagappa v. Madras Race Club: An individual shareholder can enforce their rights against the company, including voting rights, recording votes, and director candidacy.
    • North-West Transportation Co. v. Beatty: Resolutions passed at duly convened general meetings, regarding matters within the company's jurisdiction bind the minority and the company.
    • Menier v. Hooper's Telegraph Works: Majority shareholders of company A who are also shareholders of company B, passed a resolution in favour of B, but against A. This was considered a fraud on minority shareholders of A.
    • Ashbury Railway Carriage and Iron Co. v. Riche: Company powers are limited by its memorandum and articles of association. Actions outside those limits (ultra vires) are not valid.
    • Glass v. Atkin: Company assets were used for personal gain by controlling individuals.
    • Edwards v. Halliwell: Resolutions were required to have a special majority, but were passed by a simple majority.
    • ICICI v. Parasrampuria Synthetic Ltd: Applying the Foss v. Harbottle rule to Indian corporations is inappropriate, as Indian corporations are predominantly funded by financial institutions (at least 80%).

    Corporate Dispute

    • Shanti Prasad Jain v. Kalinga Tubes Ltd.: "Oppression and mismanagement" (O&M) definition not precisely defined. Continuous, harsh, burdensome and wrongful conduct is needed, mere lack of confidence is not enough.
    • Rajahmundry Electric Supply Corporation v. A. Nageswara Rao: Gross mismanagement by a vice-chairperson, drawing large personal funds led to the appointment of administrators for 6 months to manage the company
    • Vasudev P Hanji v. Ashok Ironworks Pvt. Ltd: Declaration of dividend is left to the board's collective decision.
    • Dale v. Carrington: Share capital increase only to gain control of a company is considered oppression and mismanagement.
    • Rajkumar v. Jai Mahal Hotels Pvt. Ltd.: Share-holding transitions after death (transmission), to reduce heir share to become a minority, was deemed O&M.
    • Chandra Krishan Gupta v. Pannalal Girdhari Lal Pvt. Ltd: Non-availability of Records, Non-Holding of Meetings isn't considered O&M
    • K. S. Mothilal v. K. S. Kasimaris Ceranique (P.) Ltd.: Legal heirs registered on probate or will can also apply.
    • Asha Purandare v. Integrated Controls (P.) Ltd.: Minor typographic omissions aren't sufficient cause for O&M.
    • Indian Chemical Products Ltd. v. State of Orissa: The right under article 11 to refuse registration of a transfer is discretionary, but should be exercised reasonably and in good faith, so courts can review capricious or dishonest acts.

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