1932 (2) TMI 18 - HC - Companies Law

Requirements with respect to memorandum and Meetings and proceedings - Annual General Meeting

Summary

Issues:
- Validity of granting rewards for long and faithful service by a trading company
- Testing the validity of grants based on specific criteria
- Lack of evidence regarding the transaction's attributes
- Consideration of whether the transaction benefits the company
- Authorization required for giving gifts or rewards out of a company's assets
- Failure to obtain proper authorization from shareholders for granting the annuity

Analysis:
The judgment addresses the issue of the validity of granting rewards for long and faithful service by a trading company. It emphasizes that such arrangements must be reasonably incidental to the company's business and done in good faith for the company's benefit. The judgment cites previous cases like Hampson v. Price's Patent Candle Co. to establish the criteria for testing the validity of such grants. These criteria include whether the transaction is reasonably incidental to the company's business, whether it is a bona fide transaction, and whether it is done to promote the company's prosperity.

The judgment highlights the lack of evidence regarding the attributes of the transaction in question. It notes that while there are no grounds to doubt the bona fides of the board or the applicant, there is insufficient evidence to show that the transaction was taken for the benefit of the company or reasonably incidental to its business. The evidence presented, such as affidavits and deeds, fails to demonstrate that the transaction meets the necessary criteria outlined in previous cases.

Furthermore, the judgment discusses the need for proper authorization when giving gifts or rewards out of a company's assets. It points out that such actions require authorization either through the company's instrument or by shareholders at a properly convened meeting. The failure to obtain proper authorization from shareholders for granting the annuity in this case is highlighted as a significant issue.

Drawing on the case of Newton & Co., In re, the judgment emphasizes that directors cannot give gifts or rewards out of a company's assets to one of their own body without proper authorization. The judgment underscores the importance of following the correct procedures, either through the company's instrument or by obtaining shareholder approval at a duly convened meeting. Failure to adhere to these procedures can result in the rejection of such transactions by the company's liquidator.

In conclusion, the judgment upholds the liquidator's rejection of the proof regarding the annuity granted in this case. It dismisses the applicant's summons with costs, emphasizing the importance of following proper procedures and obtaining necessary authorizations for transactions involving the company's assets.