Alterations if AOA

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In a Co. whose AOA can give award of only Rs. 50 Crores, but has awarded two contracts each of Rs. 200 Cr. A entrenched minority shareholder with veto power wants the MD to return back the excess money paid under the two Contract. MD is unable to alter the AOA now. what the MD can do to avoid legal actions, if taken by the minority shareholder
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It's a case of ultra wires. either amend aoa or return back there is huge penalty to director.

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