1.

Ultra Vires
[Latin, Beyond the powers.] The doctrine in the law of corporations that holds that if a corporation ente
rs into acontract that is beyond the scope of its corporate powers, the contract is illegal.

The doctrine of ultra vires played an important role in the development of corporate powers. Though l
argely obsoletein modern private corporation law, the doctrine remains in full force for government ent
ities. An ultra vires act is onebeyond the purposes or powers of a corporation. The earliest legal view
was that such acts were void. Under thisapproach a corporation was formed only for limited purposes
and could do only what it was authorized to do in itscorporate charter.

This early view proved unworkable and unfair. It permitted a corporation to accept the benefits of a co
ntract and thenrefuse to perform its obligations on the ground that the contract was ultra vires. The do
ctrine also impaired thesecurity of title to property in fully executed transactions in which a corporation
participated. Therefore, the courtsadopted the view that such acts were Voidable rather than void an
d that the facts should dictate whether acorporate act should have effect.

2. Voluntary winding-up of the Company by Members

A company may, voluntary wind up its affairs, if it is unable to carry on its business, or if it was formed
only for a limited purpose, or if it is unable to meet its financial obligation, and etc. A company may
voluntary wind up itself, under any of the two modes:
a. Members voluntarily winding up.
b. Creditors voluntarily winding up.
The article discusses the procedure for Voluntary winding-up of the Company by Members

A. Board Meeting

a. Declaration of Solvency In Case of Proposal To Wind Up Voluntarily

The directors may, at a meeting of the Board, make a declaration verified by an affidavit, to the effect that
they have made a full inquiry into the affairs of the company, and that, having done so, they have formed
the opinion that the company has no debts, or that it will be able to pay its debts in full within such period
not exceeding three years from the commencement of the winding up as may be specified in the
declaration.

b. Time limit
The declaration is to be made within the five weeks immediately preceding the date of the passing of the
resolution for winding up the company (mentioned below) and is delivered to the Registrar (ROC) for
registration before that date.

c. Profit and Loss Account and Balance sheet

It is accompanied by a copy of the report of the auditors of the company on the profit and loss account of
the company for the period commencing from the date up to which the last such account was prepared and
ending with the latest practicable date immediately before the making of the declaration and the balance
sheet of the company made out as on the last-mentioned date and also embodies a statement of the
company's assets and liabilities as at that date.

B. Resolution

The company shall issue notices in writing calling for the General Meeting of the company proposing the
resolutions, with suitable explanatory statement. In the general meeting, winding-up can be initiated:

a. Through a resolution in general meeting on expiry of fixed period or occurrence of event:

b. Through a special resolution for winding up of a company voluntarily.
The process of winding shall commence from the time when the resolution is passed. The same is to be
filed with ROC within thirty days.
The company shall cease to carry on its business, except so far as may be required for the beneficial
winding up of such business. However, the corporate state and corporate powers of the company shall
continue to till it is dissolved.

C. Publication Of Resolution To Wind Up Voluntarily

The company shall within fourteen days of the passing of the resolution, give notice of the resolution by
advertisement in the Official Gazette, and also in some newspaper circulating in the district where the
registered office of the company is situate.

D. Appointment Of A Liquidator

The company in general meeting shall appoint one or more liquidators and fix the remuneration. Notice of
appointment of liquidator has to be given to ROC within ten days of the event to which it relates.

E. Creditors Meeting

On the same day or the next day of passing of resolution of winding up of the Company, conduct a meeting
of the Creditors. If two thirds in value of creditors of the company are of the opinion that it is in the interest
of all parties to wind up the company, then the company can be wound up voluntarily. If the company
cannot meet all its liabilities on winding up, then the Company must be wound up by a Tribunal. Notice of
any resolution passed at a creditors' meeting shall be given by the company to the ROC within ten days of
the passing thereof.

F. Liquidator To Call Creditors' Meeting In Case Of Insolvency

If liquidator is of the opinion that the company will not be able to pay its debts in full within the period
stated in the declaration, or that period has expired without the debts having been paid in full, he shall call
a meeting of the creditors, and shall lay before the meeting a statement of the assets and liabilities of the
company.

G. Final Meeting And Dissolution

As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the
winding up, showing how the winding up has been conducted and the property of the company has been
disposed of; and call a general meeting of the company for the purpose of laying the account before it, and
giving any explanation thereof.

The meeting shall be called by advertisement specifying the time, place and object of the meeting and
published not less than one month before the meeting in the Official Gazette, and also in some newspaper
circulating in the district where the registered office of the company is situate.

Within one week after the meeting, the liquidator shall send to the ROC and Official Liquidator (OL) copy
each of the account and shall make a return to each of them of the holding of the meeting and of the date
thereof.
The ROC on receiving the account and either the return or the return shall register them. The OL on
receiving the account and the return would make a scrutiny of the books and papers of the Company to
ascertain as to whether the affairs of the Company has not been carried on in a manner prejudicial to the
interest of its members or public, and makes a report to the concerned Tribunal. If the Tribunal is satisfied
with the report of the OL, Tribunal may pass an order under which the company is deemed to be dissolved.
3. Tender
An offer of money; the act by which one individual offers someone who is holding a claim or demand
against him orher the amount of money that the offeror regards and admits is due, in order to satisfy t
he claim or demand, in theabsence of any contingency or stipulation attached to the offer.

The two essential characteristics of tender are an unconditional offer to perform, together with manife
sted ability todo so, and the production of the subject matter of tender. The term is generally used in r
eference to an offer to paymoney; however, it may properly be used in reference to an offer of other ki
nds of property.