Paper / Subject Code: 66814 / Company Law [Time: 2 Hours 60 Marks] Please check whether you have got the right question paper. N.B. 1. Allthe questions are compulsory 2. Figures to the right indicate full marks 1. Answer the following in not more than two sentences (Any Six) 12 marks What are Pre Incorporation contracts of Company? Explain the term Authorized Dealer. Which Companies have license to drop the word “limited” from ite name? Why object clause is important forthe creditors of the Company? What is Red Herring Prospectus? What is Foreien Exchanze? ¢ & What is chare certificate? NY What is underwriting Commission? o + 9. When Key Managerial Person are required 10. What are the minimum and maximum f directors in OPC, Private Company and Public Company? Be easy 2. Write short notes on (Any two) & 12 marks 1. Appointment of Audito 2. Reduction of Capit 3. Preference chare caj 4 . Independent directors 3. Answer the following by giving reason (Any two) 2 marks 1. Mr. Aand Mr. B want to incorporate private limited company. Advice them on following terms 2) Restriction on number of members b) Issue of prospectus ¢) Conversion into public company The directors ofa company issued a prospectus inviting subscriptions for debentures, ating the objects of the issue of debentures were to complete alterations in the buildings of the company and to develop trade of the company. Relying on the statement Mr. Jokn advanced money. To save the company, Directors used the fund to pay off other liabilities of the Company 32838 Page 1 of 4 (CSDOS30CFEFAASCTIMSEBFS2SC4SABS1Paper / Subject Code: 66504 / Company Law (2 Hours) [Time: 60 Hours] Please check whether you have got the right question paper. NB. 1, All the questions are compulsory 2, Figures to the right indicate full marks 1, Answer the following in not more than two sentences (Any Six) ‘What is Certificate of Incorporation? When does 2 company can be Holding or Subsidiary of each other? What is Amalgamation? ‘What is crystallization of charge? What are the objectives of FEMA Act, 19997 Different clauses of Memorandum of Association Define Prospectus ° & ‘When Stakeholders Relationship Committee is requiri Any two items of Directors Responsibility Statement» Any two services that cannot be provided by ee Difference between public and privat oO" Investigating powers of the under Companies Act, 2013 Corporate Civil Liab new Amended Company Act, 2013, Dematerialisation of ~ is compulsory for public companies — comment Soe me ap op 2. Write short notes on (Any twa) peop Answer the following by giving reason (Any two) 2. Mr. Mahendra had incorporated one person company. Mr. Akash was named as nominee in the memorandum of the said one person company. i Mr. Mahendra wants to change the nominee. Can he do 307? ii, Can Mr. Mahendra appoint another company as nominee? iti, State procedure to appoint nominee. b. The Managing Director of A&T Co. Ltd refused to retire in accordance with the articles of the Company and wrongfully continued the office. ‘A’ s shareholder brought 2 legal action against the Company” i, Isthe action maintainable? ii, On what ground can ‘A’ seek relief? 11602 Page Lof4 SDAGCESBOTEAD ASPS0SD41 7020BFEPaper / Subject Code: 66504 / Company Law ¢. ABC is Private Limited Company whose paid up Capital is Rs. 60 Crores and deposits are Rs. 30 Crores. i ‘Explain whether Intemal Auditors are required ? ii ‘Whether rotation of Statutory Auditors will be applicable to ABC Prt. Ltd Co. ? @ Mr. Ram, Mr. Shyam, Mr. Madhav and Mr. Shri are friends were owning an Amusement Park together which they transferred to ABC Exciting Park Ltd. Co. and claimed exemptions ffom ad valorem duty on transfer of property to the Company. i. Canthey claim exemption since transfer of property is in the company which belongs to them only’? ii Explain the principal applicable to decide the matter. 4, Answer the following (Any twa) a 2. State athantages of formation of company over partnership Sin Explain the rule in Foss v. Harbottle along with m8 c. Memorandum and Articles of Associatic Doctrines of Ulta Vires, Indoor Management & Consiructive Notice Explain Managerial Personnel, exp! ‘managerial remuneration in case of Ly ‘maximum ananagerial remuneration and or inadequacy of profits 11602 Page 2 of 4 SDAGCESBOTEAD ASPS0SD41 7020BFEPaper / Subject Code: 66804 / Company Law [Time: Three Hours] [ Marks:100} Please check whether you have got the right question paper. 1. Figure to right indicate full marks. Q.1 Answer in one or two sentence. (20) a) What is “Foreign Security"? b) What is “Director Identification Number"? c) What is Repatriation of Foreign exchange? d) What is “Cumulative shares”? ¢) What is “Floating charge”? {) What is “Deemed Prospectus”? 2) What is “Debenture"? h) Who is a Nominee Director? i) What is “Subsidiary Company”? |i) What is “Investor Education and Protection mal Q.2 Write short notes on any four a) Advantages of forming Company. e& - 'b) Kinds of Share capital ¢) Annual General Meeting x @) Buy Back of shares ¢) Appointment of Directors: oe (20) f) Theory of Corporate Person: Q.3 Answerany two ay a) A meeting of Board tors Could not be held for want of Quorum i) What shall be the slbsequent procedure? ii) What shall be the Quorum for Meeting of Board? b) A company to make its public issue a success makes an agreement with financial institution to subscribe shares to the extent not taken by the public. i) What is public issue? ii) What is this agreement between company and financial institution known as? @) By passing an ordinary resolution a company removes one of its directors before the expity of term from his office i) Is such a removal valid’ What are the pre requisites for such resolution? ii} Can a director appointed by Tribunal be removed so? 60035 Page 1 of4 {DEHGAEE7#D07392722DB4E6 ICICSEAZPaper / Subject Code: 66804 / Company Law Q.4 Answer any four in detail. (48) a) “A proper balance of the rights of majority and minority shareholders is essential for the smaoth functioning of the company" Discuss. b) What is the procedure for transfer of shares and explain the remedies available if a company refuses to register transfer of shares? ©) State the golden rule of framing prospectus. What are the remedies available for misrepresentation in Prospectus? @) Explain the legal position and duties of Director? ©) Explain in detail the provision in the companies Act relating to Prevention of oppression and mismanagement? #) Who is a official liquidator and what are his power and duties? 80035 Page 2 of 4 I DEBGIFFTRD739272208 E6ICRCSEA?[Time: 3 Hours} aeha[ig All the questions are compulsory. 2. Pipures tothe right indicate full marks, £5, NB: ‘Quorim. the formation of company is to prepare a document called the SYatious provisions under Companies Act,2013 regarding transferability Bigs Bbrg 5 #3 2Eed | GEeacee (3B 4 a Zs Hee s a Ege dere bb pote meee t 3 BHEHET Bul Ps A egicege:8) 222322) if epee EEE2RSGR552 BEZ2522 9 : Zescetessen geesser 3B = ‘ 2 = a< Stach ag binepianee Mopruanee Scanned by CamScannerPaper / Subject Code: 66804 / Company Law Jaa Baty j [Time:3 hours) A [ Marks:100) Please check whether you hive ot the right question paper. Figures to the right indicate full marks Ql Answer in one/two sentences, (@) What is “Dividend”? Cas (b) What is a “Government company"? ‘ (s) Define “Authorised person”? (d) What is “One person company”? (c) What shal be the Quorum of mestngs abot? sat (0) What is Current Account teansadiion’? (a) Whats Shelf Pompe? (hy Who is a Promoter? (i) Write two differences be : Conpany a6 G) Who can bs sopoinual FARa Bua ar 20 Qa so Behalf of thé company to be formed, i. © What's Pre incorporation contruct? Pages ota TORCICOCSTAAFAFCTED 1 9SBGDOLI FUGPaper / Subject Code: 66804 / Company Law = i. What is the Procedure? ii, What is the penalty for not complying Q$ Answer any four in detail. 48 (a) Who is an Official liquldator andl wh’ (b) Explain the rule in Fows Vs Harbottle' (c) Explain the circumstances in re povwcat? °. (d) Define Debentures and (e) Explain the legal posit ee ae Sake aS Page 20! &Rep Paper / Subject Code: 66814 / Company Law 2) Whether Mr. John has right to fle euit against Company? Why? 6) Whether the utilization of fimd for saving of company from lisbilities amounts to fraud? The articles of association of a company contained a clause to the effect that MrB should be a director and should not be removable tll 2026. Mr. B was however removed in the year 2023. Mr. B brought an action to restrain the company ftom excluding him. 2) Advice Company b) Who is an outsider for the company? Mr. Black was appointed as managing director of the FICO Company on the condition that “he shall not at any time while he shall hold the office of a managing director or afterwards, solicit or entice away the customers of the Company.” His employment was determined under an agreement. Mr. White incomporates rival company in which Mr. Black is one of the Directors. 2) Is there any remedy available to FICO Company? b) Can FICO Company file a suit against its ven Gong 4, Answer the following (Any twa) + 24 marks 1. Explain requisites of valid meeting of 4 Explain the rule in “Foss v Habottle” Explain the process of winding up State the characteristics of a cor 32838 Page 2 of 4 (CSDOS30CFEFAASCTIMSEBFS2SC4SABS1