Incorporation and Pre-Incorporation Liabilities of Apex Ventures Limited
Apex Ventures Limited was registered on 15th July 2025 under the Companies Act, 2013. Prior to its incorporation, on 1st June 2025, Mr. Rohan, acting as a promoter, entered into a written contract with M/s Heights Realty for acquiring commercial office space on lease for 3 years at a monthly rent of Rs. 1,00,000 for the benefit of the proposed company. The agreement expressly stated that it was executed on behalf of Apex Ventures Limited. Following incorporation on 15th July 2025, the company accepted the contract and communicated its adoption to M/s Heights Realty on 1st August 2025, while also making the lease agreement warranted by its objects clause. Subsequently, in September 2025, Apex Ventures Limited defaulted on rent payments. M/s Heights Realty filed a recovery suit against Mr. Rohan personally. Meanwhile, the company's Memorandum of Association stated its main object as manufacturing electronics. However, on 10th October 2025, the Board of Directors authorized an advance payment of Rs. 25,00,000 for purchasing agricultural land—an activity completely outside the scope of its Memorandum and not incidental thereto. Mr. Rohan protested against this transaction, claiming it was invalid and ultra vires.
