Section6

This query is : Resolved

Aditi (Querist)
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11 May 2018 Articles of a company provided that for issue of equity shares wuth differential rights, special resolution will have to be passed( though companies act mandates only ordinary). Now such provision is wholly valid(sec6)
But if a company issues such shares by passing ORDINARY RESOLUTION , will that be considered invalid???

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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11 May 2018 Invalid, because phraseology of section 6 is 'save as otherwise expressly provided
in the act',hence the shareholders can take recourse to proviso to section 5(2) so
as to enforce the cited article of the AOA.

Aditi

Aditi (Querist)
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11 May 2018 that means in this case articles have to be followed by the company as if they are law , and hence passing of ordinary resolution ( though allowed by the act itself) will not suffice

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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11 May 2018 Yes, my understanding says so.

Aditi

Aditi (Querist)
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12 May 2018 Like in ss-2 . Regarding proxy form it is mentioned that if proxy form is in mgt-11, but articles of the company requires some other different form , then such proxyform (mgt-11) cannot be declared invalid due to non compliance of articles

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