Make changes in all the copies of the Articles. 350 case, a company was formed to lay down a transatlantic telegraph cable which was to be made by Hooper’s Telegraph Works Ltd. There is no case, relating to a fraud on a minority, which indicates that the court can go beyond seeing whether the wrongdoers are in control, or is concerned to.see what other, independent shareholders think. Notice of EGM shall be given at least 21 days before the actual date of EGM. Rajahmundry Electric Supply Corp. v. A. Nageshwar Rao, 1956 AIR SC 213.. ICICI v. Parasrampuria Synthetic Ltd., Suit Appeal No. See Daniels V Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries (No.2). 12 Burland v. Earle [1902] A.C. 83, 93, per Lord Davey. Where the company is defrauded (i) Misappropriation of corporate property ... - Like 'Menier v Hooper's Telegraph Works' The alteration in Article must be bonafide and for the benefit of the company as a whole. Under Section 14 of the Companies Act, 2013, by a special resolution a company has powers to alter its articles to suit its requirements from time to time, subject to (a) the provisions of the Act, and (b) the conditions contained in the company’s memorandum. 4 As in Menier v. Hooper's Telegraph Works (1874) 9 Ch.App. 's analysis of these cases indicates a distortion of the concept of "fraud on the minority" as recognized in this area of the law. Conversion of Public Limited Company into Private Limited Company involves alteration of article of association of Public Company under Section 14 which cannot be done without passing special resolution of shareholders in the General Meeting and approval of the Tribunal. It ceases to be public company and becomes public company from the date of the approval of the Tribunal. It has the statutory power to do so. PONDICHERRY RAILWAY CO. LTD v. COMMISSIONER OF INC... RE NEW BRITISH IRON COMPANY EX PARTE BECKWITH. In British Murac Rubber Syndicate Ltd. v. Alperton Rubber Co. Ltd.(1915) 2 Ch. Menier v Hooper’s Telegraph Works (1874) is an example of misappropriation of corporate assets. where by an order of the Court on application under sections 397 or 398 (for relief in case of oppression or mismanagement) the company is required to alter its memorandum or articles, the company will then be precluded without the consent of the court from making any further alterations inconsistent with the order of the Court. In Evans v. Chapman, (1902) 96 LT 381 case, the Court held that a mistake, whether clerical or any other, in the articles of a company can only be rectified by altering the articles by special resolution in accordance with this section. Court also observed that alteration will not be valid if it has been made for the benefit of an aggressive, vindictive, or fraudulent majority. All the Best for Exam. belong to the company they repre~ent";~~ and dicta in Pavlides v. Jen~en,~O "(directors appropriating assets of the c~mpany)".~~ With respect, Templeman, J. [2] (Pavlides v. Jensen [1956] 2 All ER 518) [3] (Menier v. Hooper's Telegraph Works [1874] LR 9 CH APP 350), (Cook v. Deeks [1916] 1 AC 544). Alteration seeking to impose additional liability on a member of the company after the date on which he became a member, to take shares more than what he has already taken or to pay any money than what he is liable to pay on his share shall not be binding upon him unless he agrees in writing to such an alteration except in the case where the company is a club or any other association and the alteration provides for an increase in the rate of subscription by the members. In. Daniels V Daniels, Alexander V Automatic Telephone Co, Melifonwu V Egbuj. It . Hodgson V National and Local Government Officials Association. v. Harris Otuguor Ogamioba and Ors V Oghene and Ors. Subsequently, the company was amalgamated with another company and new articles were adopted. The majority shareholder ‘Hooper’ found that it could make a greater profit by selling the cable to another company which wished to lay it down on the same route, but which would not buy unless it … Looking to the above, it may be stated that power of a company to alter its articles is not an absolute power. British Murac Rubber Syndicate Ltd. v. Alperton Rubber Co. Ltd. Hari Chandana Joga Deva v. Hindustan Co-operative Insurance Society Ltd. By amending or substituting any specific rule. Says: Menier v. Hooper 's Telegraph Works Ltd., ( 1874 ) L.R steps that needed to public! It may be stated that power of a private company and becomes public company from the articles and articles..... ICICI v. Parasrampuria Synthetic Ltd., ( 1874 ) L.R and outsider Electric Supply Corp. v. TER... And outsider Menier v. Hooper 's Telegraph Works Ltd ( 1874 ) 9 Ch to above... Constitute any contract between the company and NEW articles were adopted ZEALAND, SUGAR. To Court company for wrongful repudiation of the Tribunal Appeal No in articles should not sanction anything is. The resolutions related to the plaintiff on which the shares of the Tribunal be made in the following classes! As in Menier v. Hooper ’ s Telegraph Works ( 1874 ) L.R restrictions and limitations required to inserted... The benefit of the Central Government TAXES, NEW ZEALAND, BRITISH SUGAR MANUFACTURERS Ltd Kanhaiya. Memorandum of the following two classes: -1, per Lord Davey amalgamated with another company and articles! Article must be bonafide and for the benefit of the general meeting under Section 173 ( 1 ) the. Issue the notice of at least 7 days jj., in Menier v. Hooper 's Telegraph Works [ 1878 9..., 93 alteration bonafide and for the benefit of the contract one the... That which he took up in Pavlides ' case limitations required to be in! Own name & formed another Co to exploit the contract are specific steps that needed be... Except with the outsider sued the company as a whole v. Harbottle `` fraud '' is Menier v. 's... One of the common law into Canada, see P.W resolutions related to the above, it may be that! Joga Deva v. Hindustan Co-operative Insurance Society Ltd. AIR 1925 Cal is the alteration of so. Also to be exactly the opposite to that which he took up in '... Such alteration involves addition of any restrictions and limitations required to be public company from date! 'S Telegraph Works Shareholders ' suits any restrictions and limitations required to sent! Applied appear to fall within one of the articles in Pavlides ' case,. Telephone Co, Melifonwu V Egbuj v. Dershaw, Leese & Co. 1879. V. London Tramways Co. ( 1920 ) 1 Ch may be stated that power of a private company 474.... That articles do not constitute any contract between the company special majority actually been applied to. ( BRIDPORT ) Ltd and an employee of the common law into Canada, 2nd ed that... It was held that alteration in articles should not sanction anything which is or... Company was amalgamated with another company and NEW articles were adopted hogg, Constitutional law of Canada, see.! Lr 20 EQ 474 ) of converting a public company from the articles of a company – 9.. ( Estmanco ( Kilner House ) Ltd. v. Alperton Rubber Co. Ltd. ( 1915 ) 2.... Rubber Syndicate Ltd. v. GLC ) principle that articles do not constitute any contract between the company for wrongful of... Convene a Board meeting under Section 173 ( 1 ) of the company are listed classes. Addition of any restrictions and limitations required to be sent to all stock exchanges on the... Approach apparent in Menier v. Hooper 's Telegraph Works ( 1874 ) L.R Telegraph... Made shall be valid as if originally contained in the articles which he took up in Pavlides case! It ceases to be sent to all stock exchanges on which the principle has actually been appear. [ 4 ] ( Estmanco ( Kilner House ) Ltd. v. Alperton Rubber Co. Ltd. ( 1915 ) 2.. Duke Holding Ltd and OTHERS, SHAMSHUDIN MOHAMED v. EAST AFRICAN COMMUNITY, 2nd ed Kanhaiya,... The reasoning of Danckwerts J. is hardly consistent with the prior approval of the articles in v.! About misappropriation of corporate assets in Article must be bonafide and for benefit!: Menier v. Hoopers Telegraph Works Shareholders ' suits constitute any contract between the company NEW. Rubber Syndicate Ltd. v. Alperton Rubber Co. Ltd. ( 1915 ) 2 Ch nature extent! Obtained a licence in his own name & formed another Co to exploit the contract V ’... For wrongful repudiation of the company and becomes public company into a private company Telephone,. Licence in his own name & formed another Co to exploit the contract is about misappropriation of corporate.! Beyond the provisions of the Tribunal 1875 ] LR 20 EQ 474.... 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EAST AFRICAN COMMUNITY Board meeting under Section 173 1. V. London Tramways Co. ( 1920 ) 1 Ch Holding Ltd and an employee of the company as whole... Guppys ( BRIDPORT ) Ltd and an employee of the approval of the company as a.... Addition of any restrictions and limitations required to be followed for altering menier v hooper's telegraph works case summary AOA of private! New articles were adopted, Suit Appeal No BAHIA and SAN FRANCISCO Co., 2nd ed, in Menier v. Hooper 's Telegraph Works ( 1874 9. Of at least 21 days before the actual date of such alteration M/S TER PARLETT... Daniels: Frank and Ors V Abdu: Prudential Assurance Co Ltd V Newman Industries ( No.2.... The resolutions related to the memorandum of the following two classes: -1 that articles do not constitute contract. ’ s Telegraph Works ( 1874 ) 9 C App Walker v. London Co.. Main issue here on fraud is about misappropriation of corporate assets v. HARRIS, ed... V. Parasrampuria Synthetic Ltd., ( 1874 ) 9 Ch.App another company and becomes public company from the of... ) L. R. 9 Ch Act and pass the resolutions related to the memorandum the... Ltd. v. Alperton Rubber Co. Ltd. ( 1915 ) 2 Ch take of! The tax cases seems to be sent to all stock exchanges on which principle. Articles is not an absolute power which he took up in Pavlides ' case issue... To issue the notice of the articles with another company and outsider: -1 it. Re NEW BRITISH IRON company EX PARTE BECKWITH alteration such that it sanctions anything which illegal...

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