225

Roll No

Time allowed : 3 hours Maximum marks : 100

Total number of questions : 8 Total number of printed pages : 2

NOTE : Answer SIX questions including Question No. 1 which is compulsory.

1. Explain the following :

(i) Common seal and its affixation.
(ii) A company as a partner.
(iii) Interim dividend.
(iv) Corporate identity number (CIN)
(v) Investors education and protection fund.
(4 marks each)

2. (a) What are the features of a corporate form of business enterprise ?

(8 marks)

(b) What is the doctrine of constructive notice ? Explain with case law.
(4 marks)

(c) What do you mean by lifting of corporate veil ?

(4 marks)

3. (a) State the modes of acquiring membership in a company.

(4 marks)

(b) Can a member be expelled from a company ? Discuss with reference to a

case law.
(4 marks)

(c) What securities are eligible for dematerialisation?

(4 marks)

(d) Briefly state the manner of surrender of shares.

(4 marks)

4. (a) In a private limited company, there are only two directors on the Board. A
Board meeting convened was adjourned for want of quorum. At the
adjourned meeting, inspite of quorum not being present, the resolutions
were passed as per the agenda. Discuss the validity of resolutions so
passed.
(4 marks)

(b) Anubhav Ltd. held four Board meetings in a calendar year with an interval
of more than 3 months in between two Board meetings. Comment.
(4 marks)

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(c) Manoj was the chairman of a company and borrowed Rs.5 lakh from State
Bank of India, Patna under a promissory note. A suit was filed for the
recovery of the debts on the basis of the pronote executed by the chairman.
The company refused to accept the liability on the plea that the chairman
had borrowed funds without authorisation from the company. Will the
company succeed ? Explain.
(4 marks)

(d) Whether a chairman of the Board can be removed by shareholders in a

general meeting ?
(4 marks)

5. (a) Define small shareholders. Can a person hold office as small

shareholders director in three companies at the same time ?
(4 marks)

(b) Humlog Ltd. received a letter from IDBI on 1st March, 2003 which has
financed the project requesting the company to appoint Madhavan,
General Manager (Operations), IDBI, as a director on its Board with
immediate effect, as per the terms of sanction. Does his appointment
require any other approval ? Is he liable for retirement by rotation ?
(4 marks)

(c) Explain the provisions relating to tenure of office of auditors under

various circumstances.
(8 marks)

6. Describe the provisions of law concerning compliance certificate to be given by

a secretary in whole-time practice. Specify eight areas covered by the prescribed
format for certification.
(16 marks)

7. (a) What are the provisions of the Companies (Acceptance of Deposits)

Rules, 1975 for premature re-payment of deposits ?
(6 marks)
(b) Enumerate the steps involved in issue of bonus shares by a listed
company.
(10 marks)

8. (a) Name the industries which are prohibited to appoint sole selling agents
under the Companies Act, 1956.
(4 marks)

(b) Discuss the law relating to inter-corporate loans and guarantees.

(12 marks)
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2/2003/ICL