Agreement defeating the provisions of any other law
Thank you very much Adv. Ajay Sethi for the prompt response. I have a supplementary question please. The 2nd Agreement signed with XYZ was not properly executed. None of the Authorised Directors of LMN Ltd. signed it, Common Seal was not affixed [as per the requirement of its AOA], supporting Board Resolutions were not passed [by either Party executing the Agreement]. In my humble opinion, the object of this agreement was 'unlawful' as the proposed conversion of Paid up Equity[ duly allotted] into TL tantamount to unauthorised 'reduction of share capital' in terms of the old Section 100 of the Companies Act, 1956 without complying with the prescribed conditions & without the mandatory approval of the Hon'ble Bombay HC. I hv since located old correspondence exchanged between XYZ & LMN Ltd which clearly indicates there was 'Coercion' exercised by XYZ. In short,the Agreement is 'Not enforceable at law'. Pl advise. The Final Arbitration Hearing is scheduled to be held on Monday, 21st Apr @ 10 am. Your other observations have been noted. Regards
Asked 2 years ago in Business Law from Pune, Maharashtra
you can raise the defences cited by you that no board resolution was passed nor common seal affixed nor was agreement signed by any authorised directors .
it is necessary that agreement signed by LMW should be signed by authorised directors purusant to board resolution passed by company . the issue would be whether in response to demand notice raised by XYZ whether these defences were raised by LMW or not .
The agreement is unenforceable at law. A board resolution should have preceded the signing of agreement by authorised directors. Non compliance of this legal requirement is fatal to the interests of company.