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Scenario 1 of 7 · Chapter 2: Incorporation of Company and Matters Incidental Thereto
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.
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What is the legal effect of the advance payment of Rs. 25,00,000 authorized by the Board of Directors on 10th October 2025 for purchasing agricultural land?
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Suppose a third party enters into a contract with Apex Ventures Limited for a transaction that is beyond the powers of the directors as per the Articles, but within the powers of the Memorandum. The third party acted in good faith without knowledge of internal procedural defaults. Which doctrine protects such a third party?
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Under Section 12 of the Companies Act, 2013, within how many days of its incorporation must a company establish its registered office capable of receiving and acknowledging all communications and notices?
