1. Define a company, what are its characteristics? 2.

What is the difference between partnership & joint stock company 3. What is the difference between public company & pri ate company !. "#plain the followin$% &. 'orei$n company (. )o ernment company *. +ne ,an company -. .lle$al /ssociation 0. 1ublic 'inancial .nstitutions 12. /ssociation not for profit 11. "#plain the steps for the formation of a company 12. 3/ certificate of .ncorporation is conclusi e e idence4. Discuss 13. 3/ company cannot enter into a contract before it has come into e#istence4 comment. 1!. 3,emorandum of association is a charter of the company4 discuss. 1&. 5an the contents of ,emorandum of /ssociation be chan$ed4 elaborate & e#plain the pro isions. 1(. "#plain the doctrine of .ndoor mana$ement & state its e#ceptions. 1*. Write short notes on the followin$% 1-. /brid$ed prospectus 10. 6helf prospectus 22. 7ed8herrin$ prospectus 21. Deemed prospectus 22. 6tatement in lie of prospectus 23. What is a prospectus? Who are liable for mis8statements in a prospectus? "#plain the ci il & criminal liability for such mis8statement? 2!. Write short notes on the followin$% 2&. .rre$ular /llotment 2(. ,inimum subscription 2*. 9ien on shares 2-. :uy back of shares 20. What is the difference between shares & stock? 32. What is the difference between share warrants & share certificates?

31. Difference between ;ransfer & ;ransmission of 6hares. 32. "#plain the cases when a company can refuse re$istration of transfer? 33. Discuss the pro ision of law relatin$ to the appointment of Directors, /lternati e directors and additional directors? 3!. 3/ director cannot enter into a contract with the company4? 3&. "#plain the powers & responsibilities of Directors? 3(. What is the procedure for remo in$ a director? 3*. Discuss the borrowin$ power of a company? 3-. "#plain the different types of ,eetin$s alon$ with the pro isions? 30. Write short notes on the followin$ !2. 7esolutions !1. 1ro#y !2. ,inutes !3. /$enda !!. <otice !&. ;he object clause of the ,emorandum of /ssociation of 967 1ri ate 9td, 9ucknow authori=ed it to do tradin$ in fruits and e$etables. ;he company, howe er, entered into a 1artnership with ,r. > and traded in steel and incurred liabilities to ,r. >. ;he 5ompany, subse?uently, refused to admit the liability to > on the $round that the deal was @Altra BiresC the company. "#amine the alidity of the companyCs refusal to admit the liability to >. )i e reasons in support of your answer. !(. B76 5ompany 9td. is holdin$ !&D of total e?uity shares in 6B 5ompany 9td. ;he :oard of Directors of 6B 5ompany 9td. Eincorporated on >anuary 1, 222!F decided to raise the share capital by issuin$ further "?uity shares. ;he :oard of Directors resol ed not to offer any shares to B76 5ompany 9td, on the $round that it was already holdin$ a hi$h percenta$e of the total number of shares already issued, in 6B 5ompany 9td. ;he /rticles of /ssociation of 6B 5ompany 9td. pro ide that the new shares be offered to the e#istin$ shareholders of the company. +n ,arch 1, 222* new shares were offered to all the shareholders e#cept B76 5ompany 9td. 7eferrin$ to the pro isions of the 5ompanies /ct, 10&( e#amine the alidity of the decision of the :oard of Directors of 6B 5ompany 9imited of not offerin$ any further shares to B76 5ompany 9imited.E,ay 222*F Guestion H, a re$istered shareholder of I 9imited left his share certificates with his broker. / for$ed the transfer deed in fa our of J, accompanied by these share certificates lod$ed the transfer deed alon$with the share certificates with the company for re$istration. ;he 5ompany 6ecretary who had certain doubts, wrote to H informin$ him of the proposed transfer and in the absence of a reply from him EHF within the stipulated time, re$istered the transfer of shares in the name of J. 6ubse?uently, J sold the shares to > and >Cs name was placed in the re$ister of shareholders. 9ater on, H disco ered that for$ery has taken place. 7eferrin$ to the pro isions of the 5ompanies /ct, 10&(, state the remedy a ailable to H and J in the $i en case. "#plain. !*. ;he paid8up 6hare 5apital of /B6 1ri ate 9imited is 7s. 1 crore, consistin$ of - lacs "?uity 6hares of 7s. 12 each, fully paid8up and 2 lacs 5umulati e 1reference 6hares of 7s. 12 each, fully paid8up. HIJ 1ri ate 9imited and :59 1ri ate 9imited are holdin$ 3 lacs "?uity 6hares and 1,&2,222 "?uity 6hares respecti ely in /B6 1ri ate 9imited. HIJ 1ri ate 9imited and :59 1ri ate 9imited are the subsidiaries of ;67 1ri ate 9imited. With reference to the pro isions of the

5ompanies /ct, 10&(, e#amines whether /B6 1ri ate 9imited is a subsidiary of ;67 1ri ate 9imited ? Would your answer be different if ;67 1ri ate 9imited has - out of total 12 directors on the :oard of Directors of /B6 1ri ate 9imited? !-. 6tate the purposes for which the object clause of the ,emorandum of /ssociation of a public limited company, re$istered under the 5ompanies /ct, 10&(, can be altered. !0. "#plain the pro isions of the 5ompanies /ct, 10&( relatin$ to the @6er ice of DocumentsC on a company and the members of the company. When is ser ice of document deemed to be effecti e in case the document is sent by post? "#plain. &2. 6tate any si# char$es which are re?uired to be re$istered under the pro isions of the 5ompanies /ct, 10&(. What is the effect of non8re$istration of a char$e re?uired to be re$istered under the /ct ? "#plain. &1. ;hou$h si# out of se en si$natures to the ,emorandum of /ssociation of a company were for$ed, the company was re$istered and the 5ertificate of .ncorporation was issued. 5an the re$istration of the company be challen$ed subse?uently on the $round of for$ed si$natures? &2. Who are the persons entitled to recei e notice of a $eneral meetin$ of a company, re$istered under the 5ompanies /ct, 10&(? 6hall the non8receipt of notice of the $eneral meetin$ by any member in alidate the proceedin$s of the meetin$? "#plain. &3. /:5 9imited ser ed a notice of a $eneral meetin$ upon its members. ;he notice stated that a resolution to increase the 6hare 5apital of the company would be considered at the meetin$. / member complains to the company that the amount of the proposed increase was not specified in the notice. .n the li$ht of the pro isions of the 5ompanies /ct, 10&(, e#amine the alidity of the notice. &!. HIJ 9imited held its /nnual )eneral ,eetin$ on 6eptember 1&, 222(. ;he meetin$ was presided o er by ,r. B, the 5hairman of the 5ompanyCs :oard of Directors. +n 6eptember 1*, 222(, ,r. B, the 5hairman, without si$nin$ the minutes of the meetin$, left .ndia to look after his father who fell sick in 9ondon. 7eferrin$ to the pro isions of the 5ompanies /ct, 10&(, state the manner in which the minutes of the abo e meetin$ are to be si$ned in the absence of ,r. B and by whom. &&. / limited company is formed with its /rticles statin$ that one ,r. H shall be the solicitor for the company, and that he shall not be remo ed e#cept on the $round of misconduct. 5an the company remo e ,r. H from the position of solicitor e en thou$h he is not $uilty of misconduct? &(. 'or a special resolution in a 5ompanyKs $eneral meetin$, 12 oted in fa our, 2 a$ainst and ! abstained. ;he chairman declared the resolution as passed. .s it a alid resolution as per the pro isions of the 5ompanies /ct, 10&(. &*. While sanctionin$ workin$ capital limit of a company, the rate of interest has been fi#ed at a specified percenta$e abo e the bank rate as notified by the 7eser e :ank of .ndia. ;here was a chan$e in the interest rate due to 7:. notification issued later. ;he bank insisted on filin$ a return of modification of char$es. .s the stand of the bank correct? Discuss this in the li$ht of the pro isions of the 5ompanies /ct, 10&(. &-. Ander what circumstances a company can reduce its share capital? &0. What is the concept of pro#y in relation to the meetin$s of a 5ompany? Decide the appointment and ri$hts of a pro#y, under the 5ompanies /ct, 10&(, in the followin$ cases% EiF When a body corporate is a member in the company. EiiF When a forei$n company is a member in the company. E<o ember 222*F

(2. H, a chemical manufacturin$ company distributed 22 lac E7s. ;wenty 9acF to scientific institutions for furtherance of scientific education and research. 7eferrin$ to the pro isions of the 5ompanies /ct, 10&( decide whether the said distribution of money was LAltra iresK the company? (1. Mow nomination facility shall operate in case of transmission of shares under the pro isions of the 5ompanies /ct, 10&(? (2. 6unrise 9imited submitted the documents for incorporation on &th +ctober, 222(. .t was incorporated and certificate of incorporation of the company was issued by the 7e$istrar on 22th +ctober, 222(. ;he company on 1!th +ctober, 222( entered into a contract which created its contractual liabilities. ;he company denies the said liability on the $round that company is not bound by the contract entered into prior to issuin$ of certificate of incorporation. Decide under the pro isions of the 5ompanies /ct, 10&(, whether the company can be e#empted from the said contractual liability. (3. 1 the secretary of a HIJ 9imited issues a 6hare certificate in fa our of / purportin$ to be si$ned by the directors and the secretary and the seal of the company affi#ed to it. .n fact the secretary for$ed the si$nature of the directors and has affi#ed the seal without authority. 5an / hold the company liable for the shares co ered by the share certificate, under the pro isions of the 5ompanies /ct, 10&(? (!. "#amine the alidity of the followin$ with reference to the rele ant pro isions of the 5ompanies /ct, 10&(% EiF ;he :oard of Directors of a company refuse to con ene the e#traordinary $eneral meetin$ of the members on the $round that the re?uisitionists ha e not $i en reasons for the resolution proposed to be passed at the meetin$. EiiF ;he :oard of Directors refuse to con ene the e#traordinary $eneral meetin$ on the $round that the re?uisitions ha e not been si$ned by the joint holder of the shares. EiiiF /djournment of e#traordinary $eneral meetin$ called upon the re?uisition of members on the $round that the ?uorum was not present at the meetin$. (&. What are the differences between L6hare certificate and 6hare warrantL? E<o ember 222*F ((. /:5 1 t. 9td., 5ompany is a 1ri ate 5ompany ha in$ fi e members only. /ll the members of the company were $oin$ by car to ,umbai in relation to some business. /n accident took place and all of them died. /nswer with reasons, under the 5ompanies /ct, 10&( whether e#istence of the company has also come to the end? (*. :efore the incorporation of the company, the promoters of the company entered into an a$reement with ,r. >ainson to buy an immo able property on behalf of the company. /fter incorporation, the company refused to buy the said property. /d ise ,r. >ainson whether he has any remedy under the pro isions of the 5ompanies /ct, 10&(? (-. "#plain the doctrine of 3Altra8 ires4. What are the le$al effects of ultra8 ires transactions under the 5ompanies /ct, 10&(? (0. Ander the /rticles of /ssociation of 6unshine 9td. 5ompany, directors had power to borrow up to 7s.12,222 without the consent of the $eneral meetin$. ;he Directors themsel es lent 7s.3&,222 to the company without such consent and took debentures of the 5ompany. Decide under the pro isions of the 5ompanies /ct, 10&(, whether the company is liable? .f so, what is the e#tent of liability of the company in this case? *2. "#plain the pro isions and main contents of 37eturn of /llotment4 under the 5ompanies /ct, 10&(. *1. "#plain the concept of 36weat "?uity 6hares4. 1oint out, under pro isions of the 5ompanies /ct, 10&(, the conditions of issuin$ of such shares and their position in the 6hare8capital of the 5ompany.

*2. 1eek 9td. 5o. issued and published its prospectus to in ite the in estors to purchase its shares. ;he said prospectus contained false statement. ,r. H purchased some partly paid shares of the company in $ood faith on the 6tock "#chan$e. 6ubse?uently, the company was wound up and the name of ,r. H was in the list of contributors. Decide% EiF Whether ,r. H is liable to pay the unpaid amount? EiiF 5an ,r. H sue the directors of the company to reco er dama$es? *3. ;he /rticles /ssociation of 1G7 9td. pro ided that documents upon the company may be ser ed only throu$h "8mail. /r ind sent a document to the company by re$istered post. ;he company did not accept the document on the $round that sendin$ documents to the company by post was in iolation of the /rticles. /s a result /r ind suffered loss. Decide the alidity of ar$ument of the company and claim of /r ind for dama$es in the li$ht of pro isions of the 5ompanies /ct, 10&(. *!. ;he Directors of ,ars .ndia 9td. desire to alter capital clause of ,emorandum of /ssociation of their company. /d ise them, under the pro isions of the 5ompanies /ct, 10&( about the ways in which the said clause may be altered and the procedure to be followed for the said alteration. *&. ;he 5hairman of the meetin$ of a company recei ed a 1ro#y &! hours before the time fi#ed for the start of the meetin$. Me refused to accept the 1ro#y on the $round that the /rticles of the company pro ided that a 1ro#y must be filed (2 hours before the start of the meetin$. Decide, under the pro isions of the 5ompanies /ct, 10&( whether the 1ro#y holder can compel the 5hairman to admit the 1ro#y? *(. 7amesh, who is a resident of <ew Delhi, sent a transfer deed, for re$istration of transfer of shares to the company at the address of its 7e$istered +ffice in ,umbai. Me did not recei e the shares certificates e en after the e#piry of four months from the date of dispatch of transfer deed. Me lod$ed a criminal complaint in the 5ourt at <ew Delhi. Decide, under the pro isions of the 5ompanies /ct, 10&(, whether the 5ourt at <ew Delhi is competent to take action in the said matter? **. / company was started with the object of buildin$ @/ mall with shopsC. ;he buildin$ was destroyed by fire and the company wanted to alter the objects clause in the memorandum by substitutin$ the words @/ mall with shopsC with the words 36hops, 7esidential buildin$s and Warehouses for lettin$ purposes.C Will this alteration of the memorandum for the purpose be permissible? Decide referrin$ to the pro isions of the companies /ct, 10&(. *-. ;he ,emorandum of /ssociation of a company was presented to the 7e$istrar of 5ompanies for re$istration and the 7e$istrar issued the certificate of incorporation. /fter complyin$ with all the le$al formalities a company started a business accordin$ to the object clause, which was clearly an ille$al business. ;he company contends that the nature of the business cannot be $one into as the certificate of incorporation is conclusi e. /nswer the ?uestion whether companyCs contention is correct or not. *0. , applies for share on the basis of a prospectus which contains misNstatement. ;he shares are allotted to him, who afterwards transfers them to <. 5an < brin$ an action for a rescission on the $round of mis8statement? Decide under the pro isions of the 5ompanies /ct, 10&(. -2. What is meant by a floatin$ char$e? 6tate the characteristics of a floatin$ char$e. When does a floatin$ char$e crystallise? -1. Discuss the concept of shelf prospectus, the pro isions for issue and filin$ of such prospectus under the 5ompanies E/mendmentF /ct, 2222 -2. / public limited company has only se en shareholders, all the shares bein$ fully paidNup. /ll the shares of one such shareholder are sold by the court in an auction and purchased by another shareholder. ;he company continues to carry on business thereafter. Discuss the liabilities of the shareholders of the company under the 5ompanies /ct, 10&(.

-3. What are the conditions for the company for the buyNback of its own shares? Whether there is any time limit for the completion of buyNback of its shares? -!. /pe# ,etals 9imited wants to pro ide financial assistance to its employees, to enable them to subscribe for certain number of fully paid shares. 5onsiderin$ the pro ision of the 5ompanies /ct, 10&(, what ad ice would you $i e to the company in this re$ard? -&. 6tate whether the followin$ statements are correct or incorrect. )i e reasons% EiF 7i$ht shares means shares which are issued by a newly formed company. EiiF / company should file its annual return within si# month of the close of the financial year. EiiiF / bearer of a share warrant of a company is not member of the company. Ei ;he shareholder of the company is $eneral meetin$ can increase the rate of di idend recommended by the :oard of Directors. E F Debenture with otin$ ri$hts can be issued only if permitted by the /rticles of /ssociation. -(. 6tate the le$al position in the followin$ circumstances with reference to the pro isions in the 5ompanies /ct, 10&(. /t an adjourned e#traordinary $eneral meetin$ of a 1ublic 9td. 5ompany adjourned for want of ?uorum, only 3 members are personally present. -*. What do you mean by ;ransmission of shares? Differentiate between ;ransfer of shares and ;ransmission of shares. --. / 5ompany inserted an ad ertisement in a newspaper statin$ that some shares were still a ailable for sale accordin$ to the terms of the prospectus of the company which could be obtained on application. Do you consider it as a prospectus? -0. /rticles of /ssociation are altered so as to result in breach of contract entered into by a company with its ,.D. .s the alteration alid? 02. "#plain the doctrine of Altra8 ires. What are the effects of Altra8 ires a$reements? 01. "#plain the procedure and re?uisites of a alid $eneral meetin$. 02. / 5ompany was incorporated for the purpose of manufacturin$ chemicals as its main business. .t distributed 7s. &2,222O8 to Ani ersity and scientific institutions for scientific and education research. .s it alid? 03. L/ certificate of incorporation is conclusi e e idence that all the re?uirements of the 5ompanies /ct, 10&( ha e been complied withL. "#plain. 0!. "#plain the doctrine of K9iftin$ the corporate eilK 0&. :riefly discuss the circumstances under which a company may be wound up by the court. 0(. / 'ilm 5ompany borrowed a sum of money on the security of all its assets includin$ machinery etc. now lyin$ or that may be brou$ht hereafter until repayment. What kind of char$e is it created by the film company? 0*. KHK had subscribed the ,.+./. of a company for 122 shares. ;he company was duly re$istered but ultimately he took only 12 shares. ;he company was wound up. What is the e#tent of KHKs liability? 0-. Discuss the different types of meetin$s. 00. Discuss the pro isions of the 5ompanies /ctC 10&( for the pre ention of oppression and mismana$ement.

122.

What is Debenture? "#plain its characteristics. ,ention arious kinds of Debentures.