Name.................................. Roll No.................................

The National Law Institute University, Bhopal

End Term Examination, December-2014
LL.M II Trimester

CORPORATE LAW

Maximum Marks: 80 Time-3.00 Hours

Instructions:
i. Answer any Four questions including Question no.1 &2 which are compulsory.
ii. All questions carry equal marks.

Q.1. Answer the multiple choice questions-

1. . means a memorandum containing salientfeaturesof prospects

a) Prospectus b) Information c) Abridged d)Shelf
Memorandum Prospectus Prospectus

2. NO prospectus shall be issued-------------days after the date on which a copy thereof is delivered
for registration
(a) More than ninety days
(b) Moe than sixty days
(c) More than thirty days
(d) None of the above

3. a small company means a company, other than public company having paidup capital which
does not exceed-----
(a) Fifty lakh rupees
(b) Twenty five lakh rupees
(c) Seventy five lakh rupees
(d) Hundred lakh rupees
4. A public company which has any of its securities listed in any recognized stock exchange called
as----
(a) Listed Public Companies
(b) Listed Unlimited Companies
(c) Listed Private Companies
(d) Listed Limited Companies
5. Life Insurance Corporation of India is a ----
(a) Public Financial institution
(b) Chartered company
(c) Private company
 (d) Charitable Company

6. Public Company means a company which has a minimum paid-up share capital of.or such
higher paid-up capital, as may be prescribed.
a) One lakh rupees
b) Three lakh rupees
c) Four lakh rupees
d) Five lakh rupees
7. A company formed with its objects for promotion of social welfare is given under section. ..of
Companies Act, 2013
a.)Section 8
b) Section 9
c) Section 10
d) Section 11.
8. No company shall change the place of registered office from jurisdiction of one Registrar to another
with in the same State unless such change is confirmed by..
a) Company Law Board
b) Registrar of Companies
c) Regional Director
d) High Court of that state
9. Shelf prospectus is valid for.after its publication.
a) Two months
b) Three months
c) Six months
d) One year
10. Members may come and go, but the company can go on forever. Said by

a) Justice Buckley
b) Prof.L.C.B.Gower
c) Justice Lindley
d) Prof.Avatar Singh

11. Lifting of corporate veil is given statutory recognition under section.of Companies Act,
2013.
a) Section 7(7)
b) Section 7(8)
c) Section 7(2)
d) Section 7(1)
12. After incorporation of company, Company acquires perpetual succession is given under
section.of Companies Act, 2013.
a) Section 8
b) Section 9
c) Section 7
d) Section 6

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13 means a prospects in respect of which the securities or class of securities included therein
are issued for subscription in one or more issues over a certain period without the issue of further
prospectus.
a)Abridged Prospectus
b) Red herring prospectus
c) Shelf Prospectus
d) Information Memorandum
14. In Private placement, the offer of securities or invitation to subscribe securities, shall be made to such
number of persons not exceeding. persons.
(a) Fifty
(b) Hundred
(c) One hundred and fifty
(d) Two hundred
15. As per the Companies Act, 2013, the types of resolutions to be passed by the shareholders are-
(a) 5
(b) 4
(c) 2
(d) 3
16. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc is given under
section.of Companies Act, 2013
a) Section 23
b) Section 24
c) Section 25
d)Section 26

17. No company limited by share shall issue any preference shares which are..
a) Redeemable
b) Irredeemable
c) Convertible
d) Non-convertible
18. , with reference to any company limited by shares, means all share capital which is not
preference share capital;
a) Equity share capital
b) Equity share capital with voting rights
c) Equity share capital with differential rights
d) Equity share capital with dividend rights.

19. Criminal liability for mis-statement in prospectus is given under section.of Companies Act,
2013.
a. Section 34
b. Section 417
c. Section 33
d. Section 446

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20. Transfer and Transmission of securities is dealt under section.Companies Act,2013.

a) Section 56
b) Section 57
c) Section 58
d) Section 59

Q.2. X Ltd incorporated on April 1, 2014 having registered office in Mendori, Bhopal, dt, MP. Among
other things, 50% of shares are held of Mr.A., 25% of Shares by Mr.C. 10% shares by Mr.D. and
remaining percentage of shares are distributed equally among other shareholders. On June, 2014, Mr C
and Mr.D entered into share purchase agreement (SPA) for transfer of shares of C to D. The complete
transaction of transfer will be completed by the end of September 2014. In SPA agreement they have
included clauses of ROFR and ROFO which are contrary to Articles of Association of XLTD. On first
week of October, 2014, Mr.C informed to the company the agreements between Mr.C and Mr.D are
against the provisions of AOA of the company and therefore, these agreements become null and void.
These types of agreement are not enforceable against the company.

In the light of above facts given, analyze the law on restrictions in transfer of sharesand also advise
Mr.A, C and D about their legal rights. Support your answer with decided cases.

Q.3. Define Company. Discuss the various characteristics and types of Public and Private Companies
under the Indian Companies Act, 2013? Support your answer with landmark cases.

Q.4. Critically examine liability of director for mis-statements in prospectus. What are the various types
of prospectus discussed in Sahara Case.

Q.5.What are the various powers of Courts/tribunals for sanctioning amalgamation and mergers under the
companies Act, 2013? Support your answer with decided cases.

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