Open Access Research Article
THE INSTANCES AND THE IMPACT OF THE DOCTRINE OF ULTRA VIRES ON ACTS AND ORDERS OF A COMPANY AUTHORED
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Article Details
THE INSTANCES AND THE IMPACT OF THE
DOCTRINE OF ULTRA VIRES ON ACTS
AND ORDERS OF A COMPANY
AUTHORED BY - NAKUL SINGH
Introduction
The author in
the following paper has not only dealt with the impact of the ultra vires
doctrine on the ultra vires dealings and transactions of the company but has
also dealt with the doctrines of constructive notice and indoor management
which happen to be adjuncts of the ultra vires doctrine. Such a transgression
was deemed necessary by the author because any query or inquiry apropos what
the ultra vires doctrine is and what are its impacts can be answered by simply
googling the same on one’s preferred device and is therefore no Herculean task.
But what such a simple search may not answer is that in addition to what the
ultra vires doctrine is, what are its shortcomings, what are the doctrines of
constructive notice and indoor management, what are the shortcomings they
suffer from and what can be the possible solutions to such problems.
Hypothesis
The assumption
with which the author starts the paper is that company law being a private law
subject matter is highly specific with very little room being left for
interpretation or judicial creativity. The author also believes that it is due
to such specificity and preciseness that any room for error in the application
of the ultra vires doctrine, the indoor management and the constructive notice
doctrines is absolutely negligible. In the due course of the paper, it is this
very assumption that will be put to the test.
Research questions
1. What is the
doctrine of ultra vires? Are there any limitations to this doctrine? If yes,
what can be the possible reforms?
2. What is the
doctrine of constructive notice? Are there any limitations to this doctrine? If
yes, what can be the possible reforms?
3. What is the
doctrine of indoor management? Are there any limitations to this doctrine? If
yes, what can be the possible reforms?
Research Methodology
The author
in order to answer the questions posed will confine himself to the A Priori
method. Existing literature in law journals, cases, commentaries, statutes, and
law commission reports will be relied upon and critically analysed in order to
advance explanations of various concepts, identifying their shortcomings and
also prescribing suitable remedies.
Scope
The following
paper strictly limits itself to advancing explanations or to be precise,
explaining the concepts that have been named in the research questions and by
the aid of journals covering or describing the application of the named
concepts across jurisdictions, the author aims only to identify the problems
that exist in the application of the ultra vires, indoor management and
constructive notice doctrines and after having done so, will endeavour to
advance suggestions so that problems which exist in the current scheme of the
application of the concepts are
potentially remedied.
The Ultra Vires doctrine
(definition, limitations
& suggested reforms)
The Memorandum
of a company encapsulating its objects, ambitions and goals has rightfully been
called the charter or the constitution of the company. It is therefore
pragmatic to conclude that with the aid of all the prerogatives prescribed by
section 9[1], the
company is entitled to pursue all its objects and ambitions embodied in the
memorandum and matters incidental thereto but subject to the pursuance of those
matters which, according to the Apex Court of the United States, are not
reasonably incidental or have been expressly excluded in the memorandum or
charter of the company.[2]
Acting through
natural persons when a company acting in its artificial legal capacity, commits
an act or endeavours to pursue an object or goal that does not feature itself
in the objects clause of the memorandum and is also not fairly incidental[3] to the
former, such an act or endeavour is deemed ultra vires.[4]
Delving into the nuts and bolts of the subject, the proposition that should be
taken cognizance of is that the ultra vires doctrine is based on the ‘special
capacity theory’, a terse exposition of which was advanced by Justice Gray in the renowned Pullman Case.[5]
The special capacity theory articulates
that a corporation should be proscribed from transgressing the boundaries which
have been prescribed by the statute or have been sanctioned by the statute.[6] And if at
all a corporation does transgress these boundaries then the ramification which
finds its mention in the locus classicus of the land, Dr. Lakshmanaswami Mudaliar A. v. LIC [7] is that such an act or transaction
is ultra vires or beyond the Lakshman
Rekha of the company and is declared void
ab initio and consequentially a nullity.[8]
The doctrine of Ultra Vires finds its
genesis in the judgement delivered by the House of Lords in the renowned Ashbury case[9]
and was formulated on the very basis of sections 6,8,11 and 12 of the English
Companies Act, 1862. However, it is pertinent to note that the doctrine in its
true essence and character was applied by the ‘Bombay High Court’ approximately
a decade prior to its formulation in the year 1875. The Bombay High Court
speaking through Justice Sargant
applied the doctrine in the case of Jahangir
Rastamji Modi v. Shamji Ladha[10] and concluded that, “it is the
memorandum that we should turn to check if at all a particular transaction is
authorised or not and if at all it finds its mention or existence within the
scope of objects for which the company has been established”. It is also
pertinent to note that the application of the essence of the doctrine in the
cases of Jahangir Rastamji Modi v. Shamji
Ladha[11]
and re:Port Canning co.[12], prior to
its formulation would have been unthinkable had not the sections 6,8,11 and 12
in the Indian Companies Act, 1866 been the spitting image of the sections
6,8,11 and 12 in the English Companies Act, 1862.[13]
On the very
specific point of the consequences or effects of an ultra vires transaction, in pure terms of the dry black
letter of the doctrine, any transaction or contract that is ultra vires the
company’s memorandum is declared a nullity and void ab initio. On being declared so, a contract being executory
or executed is declared non-est and
therefore, no suit or cause of action can arise either against an innocent
third party or against the company on the shoulders of an instrument that never
existed between the parties.
This hard line
stand is justified on the grounds of the furtherance of public policy and in
the pursuit of negating occurrences which render section 4(1)(c)[14]
superfluous. The public policy argument is bolstered by the interests of the
potential investors and creditors.[15]
The interests of the creditors come into the question because when a company
engages in an ultra vires transaction,
the securities held by the creditor can be potentially endangered. Apropos the
interests of the shareholders or stockholders is where the significant bit of
the public policy consideration comes into play. The same is about to be
articulated with the aid of an example.
One Mr. ‘X’ is an investor and a Shia bound Muslim who only invests in
ventures or corporations, the objects, or ambitions of which are not deemed
‘Haraam’ under the ‘Ja’fari’ or ‘Imami’ school of jurisprudence. Let’s assume
that ‘X’ invests in a company by finding out from the memorandum of the
company, that the objects are as such that they further his interests of
indulging in ‘Zakat’ or charitable works in addition to an incentive of
receiving affluent dividends. The business interests and preferences of Mr. ‘X’
will be gravely threatened and damaged if, say tomorrow, the company starts
dealing in pork and pork related products which is considered ‘Haram’ in Islam.
And it is to be noted that all of this happens without a special resolution
being passed vis-à-vis the amendment of the memorandum and Mr. ‘X’ being given
an exit option.
The above
example shows us that every investor has a business interest and it is only in
pursuance of the same that an investor chooses to invest in the capital of a
particular company. It is highly immoral and against public conscience and
interest[16] if the
company decides to utilize this capital in the pursuance of objects to which
the investor never consented to in the first place.
Although the
existence of the ultra vires doctrine can be justified on public policy
considerations, the doctrine as scholars point out, has its own set of problems
which have adverse effects on the business fabric surrounding the society.
Renowned academician
G.M. Sen in his piece for the Journal of Indian Law Institute[17]
has unequivocally stated that the doctrine has become highly ‘unpopular’ in the
business fraternity and has significantly abridged the ease and freedom of
doing business. The doctrine has also brought the business community at
loggerheads with the judiciary as the former have, from time immemorial,
considered the doctrine as a ‘nuisance’ whereas the latter has emphasized on
its due application.[18] On the
very specific point of the abridgment of business freedom, the author deems it
apt to elucidate this shortcoming with the aid of an example.
Mr. ‘Y’, Mr. ‘Z’ and Mr. ‘K’ hold key
managerial and supervisory positions and are in the board of directors of a
particular company. One fine morning this company, limited by shares, acting
through natural persons, decides to change its line of business from making
firecrackers to manufacturing steel canisters used in asthma pumps or inhalers.
The hindrance that finds it genesis here is that even if all the shareholders
assent to such a novel and noble object, the company cannot commence its
business in this new line of business unless the tedious procedure of the
amendment of the MOA (objects clause) has been undertaken under as per section
13[19]
and has been filed with the registrar as per section 13(6) of the Act.[20]
The problems that may subsequently arise are that even though the mandate of
section 13 may have been complied with, as was witnessed in the case of re: New
Asarwa Mfg. Co. Ltd[21],
the registrar may oppose the amendment of a company if its new line of business
is materially different and “quite unconnected with the existing line of
business.” The rough terrain does not end here as well. Even if all the
shareholders consent to the adoption of the new line of business and in
pursuance to the same if the company has transacted, even in such a case, post
such a transaction, the transaction cannot be ratified even if all the
shareholders are in favour of it[22],
provided that the MOA has ‘not’ been amended accordingly.
Additionally, Gower in The Principles of Modern
Company Law[23] has
opined that the ultra vires doctrine has “long outlived its purpose and should
be completely abolished”. The Committee on Company Law amendment in England or
the Cohen committee has articulated
that doctrine in the status quo is ‘devoid’ of ‘virtue’ and has a high
potential for ‘vice’ as it can enable a party to avoid with impunity any
obligation which ought to be fulfilled in ‘good conscience’ that it may have
entered into or contracted vis-à-vis another party. This potential trap for an
innocent party has no justification for its existence.[24]
On the other
hand, in India, not only did the Sachar committee[25] turn a
blind eye towards the ultra vires doctrine, the Bhabha
committee or the company law committee in India, also did not take the
interests of the innocent third parties into account and stated that there was
no ‘immediate’ need to do away with the doctrine of ultra vires.[26]
It is this
conundrum vis-à-vis the desirability of the ultra vires doctrine on the basis
of which the author would endeavour to advance his suggestions.
It is most
humbly submitted that in a country such as India, where a transition from the
laissez-faire state to a welfare state and the formulation of the second and
third generation rights is in the offing, it unambiguously is a faux pass to state that the alterations
in the domestic affairs of the company do not have pervasive consequences and
public interest implications.[27]
The dry black
letter of the law embodied in section 135 of the act[28]
embodying the concept of ‘CSR’ epitomises the fact that in the status quo, the
company is not merely a profit-making entity but is also majorly a
‘socio-economic institution.’ A company should not only be at the liberty to
operate for profit but should also pay homage to the domains of ‘public
interest’ and ‘human values’ It is
also mostly humbly submitted that apart from the interests of the creditors and
shareholders, the interest of the public at large should also be taken into
account. To elucidate why this is necessary, let's pay heed to another example.
One Mr. ‘Adar Madrasiwalla’ is in the business of manufacturing
lifesaving drugs. Let’s assume that if in a given year ‘X’ an epidemic breaks
out and in the same year ‘X’, Mr. ‘Adar Madrasiwalla’ changes his line of
business from manufacturing lifesaving drugs to a novel one in which he solely
deals with the selling of his cars from his car collection just because he
finds it more profitable, it would be no rocket science to unequivocally
conclude how disastrous would such a decision be for the public at large.
In conclusion
therefore it is submitted that in order to protect the interests of the
creditors, the shareholders and the public at large, the stay or the existence
of the ultra vires doctrine is necessary. However, in addition to vouching for
the doctrine’s prevalence, the author suggests that in terms of its
application, the ultra vires doctrine ought to be materially different from its
theoretical formulation.
In practice, a
shareholder can restrain a company by seeking an injunction from the court if
the company is about to indulge in an act that is ultra vires or alien to the
company’s charter.[29] Secondly,
as directors are duty bound to ensure that the company acts in consonance with
the memorandum of the company, if an ultra vires transaction has been entered
into and finances from the common stock have been expended, in such a case the
directors themselves can be personally made liable by the shareholders.[30]
Additionally,
apart from these pre-existing practices, the Indian courts, in order to make
the application of the ultra vires doctrine more equitable, the author
suggests, should adopt the following practices from the West apropos the due
application of this doctrine. In the courts of law in the United States,
provided that a contract purporting to a subject matter that is ultra
vires to the company’s charter, if the
contract is merely ‘executory’, such a contract is not enforced[31] even if
all the shareholders or stockholders and the creditors assent to it. The
guiding force in this scenario is explicitly the “interest of the public in
controlling and limiting corporate action.”
However, if
the contract is not executory but has been executed or has been performed, on
the grounds of the equitable doctrine of estoppel, either party is estopped[32] from
denying the validity of the contract on the basis of the ultra vires doctrine.
Where benefits have been conferred on any of the parties or any party has
suffered a detriment and the contract has been duly performed and executed,
such a transaction is ‘not’ declared a nullity.[33]
Lastly, it is
also suggested that the application of the doctrine be modelled on the very
textual content of the First Directive
of the European Economic Council[34]
according to which, an innocent third party or outsider who has bonafide
entered into a contract with the company and provided the contract is for
value, the company will be denied the opportunity of unilaterally repudiating
the contract on the grounds of it being ultra vires.
The constructive notice doctrine
(definition, limitations, and suggested reforms)
Apropos the
application of the doctrine in India, section 399 of the act[35] forms the
very bedrock or serves as a justification for the application of the doctrine.
As per section 399, any person prior to dealing with the company is entitled to
go through and inspect the documents of the company that are available with the
Registrar of Companies. The very measure of making the MOA of a company public
or known, furthers or is employed as the very means of protecting shareholders[36] from
“unscrupulous or incautious incorporators”.
The House of Lords in the case of Ernest v. Nicholls[37] explained
the doctrine of constructive notice by stating that by way of the company’s
documents being in the public domain, an outsider before contracting or dealing
with the company is not only presumed to have known the contents and objects
but also to have equally ‘understood’ them. This presumption serves as a
bastion for the company and operates in its favour. If the company contends
that the subject matter vis-à-vis a contract with an outsider is alien to the
MOA of the company and therefore void vide
the ultra vires doctrine, as per the presumption advanced by the doctrine
of ‘constructive notice’ the outsider will be deemed to have knowledge of the
fact that the subject matter in question was not within the charter of the
company and is consequently denied from restraining the company to go back on
its promise.[38]
It is
pertinent to note that the aim of the paper is not to merely be a hackneyed
descriptive exposition of the theory of what the doctrine of constructive
notice is. It is deemed desirable by the author that apropos the doctrine of
constructive notice, the nitty gritty of its drawbacks and limitations be
delved into coupled with the scouting of potential reforms.
A terse
explanation of the perplexities caused by the doctrine of constructive notice
is that there is a wide difference of opinion vis-à-vis the applicability of
the doctrine among the commonwealth nations[39].
While English courts have been staunch supporters of the doctrine, Australian
courts lately have desisted from applying the doctrine.[40]
It is also to
be noted that the doctrine was formed when charters were granted by statutes
very sparingly to corporations. It dates back to a time when such grants were
more in the nature of ‘privileges’ but not a ‘right’. In keeping with the fact
that such a privilege ought not be misused, stringent provisions[41] such as
ultra vires doctrine and the constructive notice doctrines saw their
formulation on the basis of necessity and by the aid of judicial
creativity.
However, in
the status quo when incorporation is no longer a special privilege but a matter
a right, which axiomatically has led to the rapid burgeoning of various and
diverse companies in the commercial and economic fabric of the society, the
application of the doctrine of constructive notice which has failed to keep
pace with the changing times, is undoubtedly anachronistic, inequitable and a
potent source of confusion in the courts of law.[42]
The Jenkins
committee report[43] which
raised the concern of the delegated authority and powers to directors being
amended from time to time and not being precisely known by innocent bona-fide
third parties, has called the doctrine unjust, inequitable and has recommended
its abolition.
With respect
to the suggestions that are to be advanced on the viability of the constructive
notice, the author prefers adopting a more nuanced approach which entails the
retention of the doctrine with modifications instead of retaining it in its pristine
form or obliterating it altogether.
It is most
humbly stated that courts of law should only utilise the doctrine only when
compelled by considerations of public interest, public policy and to protect
the state’s interests. For example, when transactions vis-à-vis financial or
banking institutions are in question.[44]
Secondly, various cases such as Ernest v. Nicholls and Fountaine v. Carmarthen Ry. Co[45] espouse
or deliberate on common law principles of agency which cover aspects purporting
to the delimitation of the scope of agency. It is deemed desirable that where
the authority of an agent is in question, the courts should not indulge in the
blind and blatant application of the doctrine but instead should first apply
the common law principles dealing with the limitation on the authority of the
agent. If the same is done, the application and the results out of the
constructive notice will not only be ‘just’ but will also not be ‘devoid of
logic’[46]
The Indoor Management doctrine
(definition, limitations, and suggested reforms)
The indoor management doctrine or the Turquand rule finds its genesis in the
case of Royal British Bank v. Turquand.[47]
The rule is more in the nature of an exception to the rule of constructive
notice and as the Jenkin’s committee puts it, is useful in mitigating the
effects of the constructive notice doctrine.[48]
As per Palmer[49], “This
rule is based on the principle of convenience, for business could not be
carried on if a person dealing with the apparent agents of a company was
compelled to call for evidence that all internal regulations had been duly
observed."[50] The
development of the indoor management rule has paralleled the development of the
rule of constructive notice. While the latter protects the company from the
outsiders, the former protects the outsiders or innocent third parties from the
companies.”[51]
A succinct articulation of the rule of indoor
management was also advanced by Lord
Hatherley in the case of Mahoney v.
The East Holyford Mining Co[52], it was
opined that, “when there are persons conducting the affairs of the company in a
manner which appears to be perfectly consonant with the articles of
association, then those so dealing with them, externally, are not to be
affected by any irregularities which may take place in the internal management
of the company. They are entitled to presume that that of which only they can
have knowledge, namely, the external acts, are rightly done, when those
external acts purport to be performed in the mode in which they ought to be
performed”.[53] In a
nutshell, as per the doctrine of indoor management, it is the apparent
authority that binds the company which the constructive notice or knowledge of
the company’s memorandums or articles cannot refute or repudiate.[54]
However, the
protection accorded by this doctrine to the outsiders, or the third parties is
not in the nature of a carte blanche or
absolute. Firstly, if the outsider had notice or knowledge, actual or implied,
of the lack of the authority of a person purporting to act on behalf of the
company, in such a case, the outsider cannot seek the protection of the
doctrine.[55] Secondly,
the defence cannot be availed of by a person who absolutely has negligible
knowledge of the memorandum and articles of association of any given company.[56] Thirdly,
the defence cannot be invoked on the strength of transactions that have either
been forged or are otherwise illegal or void ab-initio.[57]
Fourthly, an outsider who has not been reasonably diligent to enquire about the
scope of powers of a person purporting to act on behalf of the company and has
further also been ‘negligent’ in not making the proper, reasonable and relevant
enquiries, will be restrained from the usage of the doctrine.[58] Fifthly,
a distinction that should be borne in mind is that the doctrine in question can
only be invoked when the ‘scope’ of the agency is in question. The doctrine is
of no avail and cannot be invoked if the question is vis-à-vis not the scope
but purports to the ‘existence’ of the agency itself.[59]
Lastly, the doctrine has no application where the transaction or contract in
question is either illegal[60] or beyond
the charter of the company or ultra vires to the company.[61]
Lastly, on the
very specific points of the limitations of the Turquand rule and suggested solutions, the author advances that,
just because someone purports to act on behalf of the company, that in itself
should not be sufficient to fasten the company with liability as the person so
purporting to act may be a complete imposter.[62]
It was due to this very proposition that there were a wide array of caps and
limitations that were placed on the rule of indoor management. But with the
expansion and establishment of multiple companies across the globe, in order to
keep the competitive fabric intact, it was also imperative to protect the
interests of the creditors and innocent third parties due to which the doctrine
was again liberalised or given its old shape.[63]
The author
submits that it is due to these modifications that a plethora of irreconcilable
decisions purporting to the indoor management rule have come into the picture and
due to this conundrum, the use of this doctrine as a valid defence is not only
tedious and arbitrary but is seldom permitted.[64]
To remedy this issue, it is submitted that the judgement
of Justice Diplock in Freeman & Lockyer v Buckhurst Park
Properties (Mangal) Ltd[65]
be paid heed to. Justice Diplock in addition to putting the traditional turquand rule in perspective and
reconciling conflicting decisions, has formulated all the conclusions in the
form of a four-prong test that should be complied with in order to hold the
company liable and restraining it from going back on its promise. Taking from
the judgement verbatim, the four conditions that should be complied with are,[66] “(1) that a representation that the
agent had authority to enter on behalf of the company into a contract of the
kind sought to be enforced was made to the contractor; (2) that such representation was made by a person or persons who
had "actual" authority to manage the business of the company either
generally or in respect of those matters to which the contract relates; (3) that he (the contractor) was
induced by such representation to enter into the contract, that is, that he in
fact relied upon it (4) that under
its memorandum or articles of association the company was not deprived of the
capacity either to enter into a contract
of the kind sought to be enforced or to
delegate authority to enter into a contract of that kind to the agent”.[67]
In a nutshell,
the course of action that should be adopted that draws its parallel from the
4-prong test is that, since the turquand
rule in sheer theory, is a rule of law with a negative operation, to avoid any
aorta of confusion or arbitrariness it is deemed apposite that the rules or
basic requirements of estoppel be first complied with and only then should the
rule of indoor management be made applicable.[68]
Conclusion
The author started authoring this
paper on the basis of the very assumption that beacuse company law is a private
law subject with specific application, the application of the parts or
components of the subject will also be highly precise and specific with
absolutely no room for error and negligible pitfalls or shortcomings. However,
after the perusal of various journal articles, cases, statutes, committee
reports and commentaries, such a presumption has been refuted. After analysing
and trying to answer the research questions posed on the grounds of the
materials cited, it has been seen that doctrines of ultra vires, constrictive
notice and indoor management which happen to be key areas or concepts under
company law are not free from shortcomings and limitations. However, throughout
the course of the paper, author did not let the repudiation of his presumption
act as a hindrance. This is evinced by the fact that that paper has not only
entailed the repudiation of the authors presumption but has also embodied the
various suggestions and measures which are necessary to remedy the problems and
defects that the doctrines suffer from.
BIBLIOGRAPHY
ARTICLES
·
Brady and Joseph Donald, The Doctrine of Ultra Vires,
Its Nature, Elements & Mordern Application, American Law Review, Vol.54
Issue.4 (1920).
·
P.S. Sangal, Ultra Vires & Companies: The Indian
Experience, The International and Comparative Law Quarterly, Vol.12 Issue.3
(1963).
·
Thompson and Seymour, The Doctrine of Ultra Vires in
relation to Private Corporations, American Law Review, Vol.28 Issue.3 (1894)
·
G.M. Sen, Rule of Ultra Vires in company law, has it
outlived its purpose, Journal of the Indian Law Institute, Vol.27 Issue.2
(1985)
·
The Harvard Law Review Association, Effects of Ultra
Vires Transactions, Harvard Law Review, Vol.18 Issue.6 (1905).
·
Charles E. Carpenter, Should the doctrine of Ultra
vires be discarded, Yale Law Journal, Vol.33 (1923-1924).
·
Kefauver and Estetes, The Doctrine of Ultra Vires,
Tennessee Law Review, Vol.6 Issue.1 (1927-1928).
·
The Harvard Law Review Association, Constructive
Notice of the Charter of a corporation, Harvard Law Review, Vol.26 Issue.6
(1913).
·
Andrew R. Thompson, Company Law doctrines and the
authority to contract, University of Toronto Law Journal, Vol. 11 (1955-1956).
·
McLenan, The Ultra Vires doctrine & the Turquand
rule in Company Law, A suggested Solution, South African Law Journal, Vol.96
Issue.2 (1979)
COMMENTARIES
·
Ramaiya, Guide to The Companies Act (19th ed. Vol.1,
2020)
·
Gower, The Principles of Modern Company Law (3rd ed.,
1969)
·
Palmer, Palmer's Company Law (19th ed.,1949).
CASES
·
Attorney General v. G.E. Rly. Co.
·
Central Transport Co. v. Pullman’s Palace Car Co.
·
Ashbury Railway Carriage & Iron Co. Ltd. v. Riche.
·
Dr. Lakshmanaswami Mudaliar A. v. LIC.
·
Jahangir Rastamji Modi v. Shamji Ladha.
·
re:Port Canning co.
·
re: New Asarwa Mfg. Co. Ltd.
·
Ernest v. Nicholls.
·
Fountaine v. Carmarthen Ry. Co.
·
Royal British Bank v. Turquand.
·
Mahoney v. The East Holyford Mining Co.
·
Howard v. Patent Ivory Co.
·
Rama Corporation v. Proved Tin & General
Investment Co.
·
Rouben v. Great Fingal Consolidated.
·
Kreditbank Cassel v. Schenkers Ltd.
·
Anand Behari Lal v. Dinshaw & Co.
·
Varkey Souriar v. Keraleeya Banking Co. Ltd.
·
Pacific Coast Coal Mines v. Arbuthnot.
·
Freeman & Lockyer v Buckhurst Park Properties
(Mangal) Ltd.
REPORTS
·
Report of the Cohen Committee on Company Law
Amendment, 1945
·
Report of the High-Powered Expert Committee on
Companies and M.R.T.P. Acts,
·
Report of The Company Law Committee, 1952. (Bhabha
Committee)
·
Report of The Company Law Committee, 1962. (Jenkins
Committee)
STATUTES
·
The Companies Act, 2013.
MISCELLANEOUS
·
Directive – I of The European Economic Council.
[2] Brady and Joseph Donald, The Doctrine of Ultra Vires, Its Nature,
Elements & Mordern Application, American Law Review, Vol.54 Issue.4
(1920).
[6] Kefauver and Estetes, The Doctrine of Ultra Vires, Tennessee
Law Review, Vol.6 Issue.1 (1927-1928).
[13] P.S. Sangal, Ultra Vires & Companies: The Indian Experience, The
International and Comparative Law Quarterly, Vol.12 Issue.3 (1963).
[15] Thompson and Seymour, The Doctrine of Ultra Vires in relation to
Private Corporations, American Law Review, Vol.28 Issue.3 (1894)
[16] Thompson and Seymour, The Doctrine of Ultra Vires in relation to
Private Corporations, American Law Review, Vol.28 Issue.3 (1894)
[17] G.M. Sen, Rule of Ultra Vires in company law, has it outlived its purpose, Journal
of the Indian Law Institute, Vol.27 Issue.2 (1985)
[18] G.M. Sen, Rule of Ultra Vires in company law, has it outlived its purpose, Journal
of the Indian Law Institute, Vol.27 Issue.2 (1985)
[27] G.M. Sen, Rule of Ultra Vires in company law, has it outlived its purpose, Journal
of the Indian Law Institute, Vol.27 Issue.2 (1985)
[31] The Harvard Law Review Association, Effects of Ultra Vires Transactions, Harvard
Law Review, Vol.18 Issue.6 (1905).
[32] Charles E. Carpenter, Should the doctrine of Ultra vires be
discarded, Yale Law Journal, Vol.33 (1923-1924).
[33] Kefauver and Estetes, The Doctrine of Ultra Vires, Tennessee
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Article Information
THE INSTANCES AND THE IMPACT OF THE DOCTRINE OF ULTRA VIRES ON ACTS AND ORDERS OF A COMPANY AUTHORED
Authors: NAKUL SINGH
- Journal IJLRA
- ISSN 2582-6433
- Published 2023/10/12
- Issue 7
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International Journal for Legal Research and Analysis
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