Urvashi (Trainee) (74 Points)
22 June 2013Hello All!
I need to ask some questions relating to Shareholders' Agreement. Kindly help.
1. What is the authenticity if this Agreement?
2. Can the provisions of Shareholders' Agreement be included in Articles?
3. Which shall prevail amongst Companies Act, MOA and Shareholders' Agreement?
Please reply.
Thanks and Regards,
Urvashi Aggarwal.
ACS Deepika Chowdhary
(Company Secretary)
(280 Points)
Replied 22 June 2013
Dear Urvashi,
Your query is not clear to me, what kind of shareholders agreement you are talking about? what king of agreement you have entered into with shareholders? and in any case no agreement/aticle can prevail over Companies Act, 1956.
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 22 June 2013
Supreme Court has held that provisions of Shareholders Agreement are not binding on the members of the company unless the same are incorporated in the Articles also. However, Articles should not be against the provisions of Companies Act 195
Urvashi
(Trainee)
(74 Points)
Replied 22 June 2013
Thank you both!
Mr. Agrawal, can you please quote the case law?
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 22 June 2013
Pl refer attached order of Supreme Court in VB Rangraj case.
Thanks
CAclubindia
