COMMENT 1) A company has a statutory right right to alter its AOA .

2) RHP means a prospectus which has complete particular on the price of the securities offered and the quantum of securities offered 3) The power of director to approve the annual accounts can be delegated to a committee of directors or such some of the directors . 4) An unlimited company is a company not having any limit on the liability of its members 5) A company can mortgage or charge any part of its Reserve Capital . 6) It is essential to maintain a Debenture Redemption Reserve 7) Sec 209 require every company to keep the book of accounts at its registered office 8) The alteration of AoA must not constitute a fraud on the m inority by the majority 9) Transmission by operation of law is not transfer. 10) Discuss a duty of a director to disclose his interest in contract to be entered into by the company . what are the consequnces of non disclosure . 11) What do you mean by PARI PASSU can a company issue debenture with pari passu clause 12) What ar he perticulers to be included in an advertisement inviting deposits by a company. 13) What are the key benefits of MCA 21 project ? 14) What conditions are required to satisfied by a company issuing equity shares with differential rights as to dividend voting or otherwise ? 15) Certain directors cannot be removed before the expiry of the period of office who are they ? 16) Can an offer ones kith and kin be considered to be an invitation to public ? explin with cas law . 17) If the directors are unable or unwilling to act , on account of deadlock the shareholder have inherent power to act. 18) A company cannot ratify a pre incorporation contract though it is open to it to enter into new contract . 19) An allotment is acceptance of an offer to take share by an applicant and like any other acceptance it must be communicated . 20) Write a short note on joint holder 21) Consent of the BoD is required for certain contract in which particular directors are interested . 22) When voting takes place by show of hands , the chairmans declaration as to the result of a voting is a conclusive evidence of the resolution being passed or not. 23) Preference shares are similar to debenture and its differences with shares are many . 24) The power to borrow implies the power to secure the borrowing by mortagage or charge on the companys assets 25) Where the corporate veil has been used for commission of fraud or improper conduct , courts have lifted the veil and looked at the realities of the situation . 26) The employee of a govt company are not the employees of the CG or State Govt. 27) A promoter has legal right to claim promotional expences for his services unless there is valid contract 28) The power to invest the funds of the company is prerogative of the BoD 29) The provisions of the companies act relating to prospectus shall apply to the advertisement also

30) The registrar and any other officer authorised by the CG can inspect the books of accountsof the company . 31) Final dividend recommended by the BoD in its report to the shareholder. 32) The term appointment in relating to the sole selling agent or sole buying or purchasing agent includes re-appontment . 33) The experience of a shareholder can be regarded as experience of a company. 34) Ultra vires borrowing annot be even ratified by a resolution passed by the company in general meeting . 35) A forged transfer cannot transfer a title and is a nullity . 36) In some exceptional cases the general body of shareholder is competent to act evevn in matters delegated to the board. 37) No approval of CG is required to remove a person from managing directorship . 38) The allotment should be made by proper authority . 39) There is no statutory requirement that a director must be the hold qualification share in the company in which he is a director . 40) Statutory meeting can be held at any time and place as suited to the company . 41) Provisions of Sec 58A are not applicable to gurantee companies and Sec 25 companies .(association for non profit) 42) There are no shareholder in limited liability partnership , instead there are partners. 43) In case of a company the term winding up and dissolution convey the same meaning 44) Some definite criteria will have to be fulfilled to identify a corporation as state within the meaning of Art 12 of constitution . Ans meaning of corporation and statutory corporation , art 12 - case law raman dayaram shetty v/s International Airport authority AIR 1979, criteria the source of capital , state control , monopolistic nature , finctions , relation with govt dept . 45) Diminution of share is not always regarded as reduction of capital . Ans meaning of reduction and diminution of share capital case where diminution is not treated as reduction - cancellation (94(1) (e) , forfeiture , redemption , buy back Sec applied 94 , 77A ,100 procedure for reduction of capital . 46) A limited company will have to get certain resolutions passed only through postal ballot instead of transacting the business in the general meeting of the company 47) Oppression need not be continuous 48) Private companies can commence business immediately after receipt of certificate of incorporation 49) Bonus issue may be viewed as a rights issue except that money is paid by the company on behalf of the shareholders from its reserves . 50) A resolution was passed by the shareholders in AGM approving final dividend at 20% for the fianancial year 2008-09 and one month later the board decided to pay further dividend 5% for the fianancial year 2008-09 . 51) All the shareholders of the compny are members and all members of the company are shareholder.

52) Comman seal of company will have to be affixed on all the letters and documents of the company 53) It is not necessary to have the minutes of the meeting confirmed in the next meeting 54) Postal ballot mechanism improves shareholders participation in corporate decision making 55) Redeemable preference shares are not preference shares 56) Direcores ought not misuse the trust entrusted upon them

LONG QUESTION 1) 2) 3) 4) 5) 6) 7) 8) Discuss the various methods by which sense of meeting is ascertained . State the salient features of the LLP In what manner a membership in a company can be sought ? Explain the provisions of signing and sating of Board report . What are he modes in which a director of a company can be appointed ? Write the provisions relating to maintainance , preservation and signing of the following egisteres 1) register of director 2) Minute book The rule in foss V hurbettle presently loss has importance because of adequate statutory provisions .of the CA act. Sec 397 and 398 are intended to avoid winding up , if possible , and keep the company going , while at the same time saving the minority shareholders from oppression and mismanagement . explain In order ta enable an amalgamation to take place , the objects clause of transferor and the transferee company should be similar . X a duly qualified cost auditor , consented to company for his appointment as cost auditor and accordingly , govt approval for his appointment is obtained . the cost auditor later on did not accept the offer . advice the company how to proceed in the matter Under what circumstance a multi cooperative society may be wound up . Who is designated partner ? give the relevant provisions of LLP act . What do you mean by compounding of offence . Define an unregister company and point how and when such a company can be wound up . What is floating charge? When does it crystallise what is effect of crystallisation of floating charge ? List out various register required to be maintained statutorily under the companies act . What is capital profit ? can dividend be declared out of capital profit . Can the dividend be declared out of previous years profit transferred to reserve . Jully is one of the shareholder of Jack and Jill ltd a company registered under the companies act the AGM of said company is scheduled to be on 8th jan 2009. In this context , jolly wants exercise her voting rights at the scheduled general meeting can she do so ? if so , state whether he can vote on every resolution placed before meeting. Briflly explain the various modes of winding up of company . AoA of a company resereved powers of for calling the AGM . the MD of the company , without reference to the Board , Call AGM . is the AGM validly called . ? If not what should be done to make it valid . Discuss with reference to case law if any .

9) 10)

11) 12) 13) 14) 15) 16) 17) 18) 19)

20) 21)

22) A whole time directore of the company made an invention during the course of his employment with the company . he patented the invention in his own name and appropriated the benefits to himself . can he do so ? cite case law if any . 23) A MD of a copany stood as surety for the repayment of loan taken by it for which he was paid gurantee commission . does the commission amount to managerial remuneration . 24) What is class meeting ? what are the purposes , provisions and procedure for holding class meeting . ? 25) What relief are available to minority shareholder against wrongful conduct of the majority ? 26) What do you understand by the term illegal association ? what are the rights and liabilities of a member of illegal association ? 27) What are the remedies available to the company against the promoter ? 28) Can contract before incorporation be enforced against the company? 29) A limited company is formed with its article stating that one Mr . sxena shall be the solicitor for the company and he shall not be removed except on the ground of misconduct . can the company remove Mr saxena from the position even though he is not guilty of misconduct ? 30) A, B , and C hold jointly 100 shares in a company . they want the orders of names changed in the share certificate as B , A , and c and make an application for change and lodge the original share certificate.the company directed them to execute a proper instrument of transfer to effect the change . can company justify his action . 31) 32) Can a company issue share with differential voting rights , if so , how ? 33) Bonus share cannot be issued out of revaluation of reserves , comment . 34) An allotte of shares in the company has brought an action against the director in the company in the respect of false statements in the prospectus . the director has contended that the statements were prepare by promoters and he had relied on them . is the director liable under the circumstances . 35) A association of 15 members not being a HUF started banking business without being registered , after one year , six memberes retired . thereafter three members instituted a suit for partition of assets of the association . discuss the fate of such suit . 36) Define prospectus what are the ingredient to constitute a prospectus 37) What are the documents required to be attached with drft RHP to be filed with ROC . 38) RoC can refuse registration of prospectus 39) State the procedure for Conversion of public company to private limited company . 40) The power to invest the funds of the company is the prerogative of the BoD U/S 292 . discuss the limitations on such power of the board , if any relating to inter corporate loans and investment. 41) Explain when a person ceases to be a member of the company . 42) What is meant by doctrine of Ultra vires 43) Piyush ltd company decided to buy back its shares with the approval of board , as the CS of the company , advise the board about the conditions and limitations in this regard. 44) Enumerate the disqualification of a director mentioned in sec 274 45) What are the consequences of non registration of charge which required under sec 125 46) The power to borrow includes the power to give security comment 47) What the rights powers and liabilities of debenture trustee 48) What are the important rules relating to forfetirue of shares

49) What are the benefits of depository system 50) Money ltd desires to reduce its paid up capital paid up capital by ourchasing from sum select shareholders holding shares constituting 20% of its paid up capital. Can it do so ? 51) How can be the small shareholders director be appointed 52) Can a MD be paid compensation for loss of office . 53) A chareholder having given proxy personnaly attends at vote at the meeting . comment with case law . 54) States the areas of practice specified under for company secretary in practice U/S 2(2) of CS act 55) Discuss the procedure for issue of further issue of shares to existing shareholder U/S 81(1) of CA act 56) what are the consequences of non registration of charge ? 57) whether equity shares already issued can be converted into redeemable preference shares ? discuss case law . 58) validity of AGM held bu the company was pending in a civil suit. Applicant sought to the CLB issue dirctions to the compay to hold AGM . whether it is possible to CLB to do so ? 59) an order passed by the sinfle judge for winding up the company had been appealed against and had been affirmend in the appeal .however , in recall application , the applicant contended that he was not aware of the winding up proceeding and that he was prepared to discharge the liability of the company and therefore sought to set aside the winding up order . whether recall is pemissable .? 60)

SHORT QUESTION (4 MARKS) 1) 2) 3) 4) 5) 6) Discuss the requirements for keeping the minute books of general meeting . Discuss briefly voting rights of proxy SMART governance Front office represents the interface of the corporate and public users with MCA 21 system For MCA -21 four types of users which are identified as users of digital signature U/S 205 depreciation will have to be provided for working out distributable profit . though the present value of land of a company dealing with the land is much less than the book value and market value was not amotised before dividend .discuss. What are the provisions regarding the discloser in the directores report of the event of great importence to the business developed after the closure of accounts of the company . Enumerate the difference between statutory books and statisticakal books Is it mandatory for all directors to obtain DIN ? discuss What is the procedure regarding authentication of annual accounts of a private company when only one director is available in india ?

7) 8) 9) 10)

11) State whether a Board meeting of a company can be held at any place 12) What is the effect of crystallisation of floating charges 13) What do you understand by transmission of share

14) Fortune ltd refused to enter the name of the minor son of a deceased member in the register of member on the ground that the minor cannot enter into a contract as per Sec 11 of Contract Act . the shares are fully paid up . comment on the decisions of the company and suggest remedies available . 15) Can a company registered under the companies act , commence business of banking in india 16) Can a listed company change its name as and when necessary give reasons for support your answer . 17) Grace ltd a public limited company has received an application from rosy for transmission of certain shares in her name . Rosy being a widow of a shareholder , applies for the transmission of the shares standing in the name of his deceased husband without producing a succession certificate . can the company transfer the shares of the deceased member ? 18) Vayu ltd holds more than 50% of nominal value of the equity capital of the stream ltd in these circumstances stream ltd wants to become a member of Vayu ltd . can stream ltd do so ? discuss the rights of the subsidiary in such cases . 19) Abhay ltd commited a default by failing to file balance sheet and profit and loss account proceeding have been initiated against a non-executive director however he contened that he had resigned before the date of default . whether the contention of the Ex director can be taken into account ? 20) A demerger scheme was approved by the shareholder , secured and unsecured creditor . the scheme was neither in violation of any law nor against the public policy . However AS -14 was not adopted . whether the scheme can be sanctioned ? explain

DISTNGUISH BETWEEN 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) Company and corporation Nominal capital and subscribed capital Shares and stock Whole time chairman and part time chairman Insolvency of individual /firm and winding of a company Reserve capitl and capital reserve Sweat equity and issue of capital on preference basis ESOS and ESPS Motion and resolution MD and manager Shelf prospectus and RHP Subsidiary company and holding company Rights issue and bonus issue Sweat equity and ESPS Trust and egency Producer company and LLP

CORRECT OR INCORRECT 1) The members of an unlimited company are directly liable to the creditors of the company

2) 3) 4) 5)

6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) 31) 32) 33) 34) 35) 36)

A promoter has legal right to claim promotional expenses It is the duty of those who issue the prospectus to be truthful in all respects No company can appoint a whole time director for a term exceeding 5 years at a time . Participant is an agent of depository and is registered as such under the CA to render the depository services ., cannot be registered as member and cannot hold shares in a company on its own corporate name . No valid allotment can be made on an oral request . A trade union registered under trade union act Preference shares are non cumulative unless expressly stated to be cumulative A charge created orally shall also require registration The property of company is not the property of the individual members The separate personality of a company is a statutory privilege and it must be used for legitimate business purpose only . A company may issue shares at aprice less than the nominal value of share In certain cases diminution of share capital is not to be treated as reduction of capital. Every company shall have the word limited , if the company registered with the limited liability . The members of unlimited company are liable directly to the creditors of the company. A return of allotment in E form 2 is required to file with the registrar of companies even if a single share is allotted by a company The burden of proof in a suit by an allottee that he has been misled by the mis-statement in prospectus lies on the person who allots the shares. Commercial paper refers to unsecured promissory notes issued by credit worthy companies to borrow long term basis . The prospectus must be dated For intimating satisfaction of charge E-form 10 is required to be filed . A company being an artificial person cannot own property and cannot sue or be sued . Members are the owners of the companys undertaking . The term BODY CORPORATE a wider meaning than the term company . A company is a juristic legal person Every member of an illegal assoctaion shall be personally liable for all liabilities incurred in carrying on business . Auditor of govt companies is appointed or reappointed by the CG on the advice of CAG . Joint holders of share in public company are not a single member . A company is required to obtain approval of the debenture trustee for any distribution of dividends . In case of forged , void abinto , illegal transaction , the doctrine of indoor management protets an outsider . DIN is unique identification number and once obtained is valid for lifetime E Filiing 1) Pre-fill 2) Attachment 3)Check Form 4)Pre-scrutiny . Additional directors can be only appointed by public companies . A company being a body corporate can sue and be sued in its own name A govt company is neither a govt department nor a govt establishments U/S 14 the MOA of a company may be in any form A director is liable for acts of his co-directors

37) Every shareholder has right of nomination of share

SHORT NOTES 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) Disadvantage of corporate form of enterprises The golden rule of golden legacy Doctrine of ultra vires Doctrine of constructive notice RHP Managerial remuneration Interim dividend. Remuneration of promoter Corporation sole . Alternate director Passing of resolution by postal ballot Independent directors Liability clause in MOA Cases in which prospectus is not required to be issued Procedure for striking of the name of the company Investor education and protection fund Digital signature certificate