Company Law- Second Semester - Previous Year Question papers

Company Law

UNIT – I (Marks : 15)

1.      Explain the doctrine of “Lifting the corporate veil”.  (December 2012)

2.      Explain the doctrine of ‘Lifting the corporate veil’.   (January 2011)

3.      What is meant by “lifting the corporate veil” ? Discuss when the court lifts the veil. Refer to decided cases. (June/July 2012)

4.      Company is totally different from its members. Explain  (June 2013)

5.      State the formalities to be completed for the formation of a company. Discuss the effects of issue of certificate of incorporation. (December 2012)

6.       “A certificate of incorporation is conclusive evidence that all the requirements of the Companies Act, 1956 have been complied with”. explain. (January 2011)

7.      Discuss briefly the advantages of incorporating a company. Marks : 15 (January 2012)

8.      “Company cannot be sued on pre – incorporation Contracts, “ Discuss   (June 2010)

9.      Discuss the nature of holding Company and subsidiary Company. (June 2013)

10.  Who is a promoter ? What are his Duties and liabilities (June 2011)

11.  Explain the effects of Ultra-vires transactions of a company. (January 2012)

12.  Critically examine the doctrine of “Ultra Vires” (June 2011)

13.  Explain the Fundamental clauses of Memorandum of Association of a Company (June 2010)

14.  What are the essential ingredients of a Memorandum of Association? How can a memorandum be altered? (June/July 2012)

UNIT – I (Marks : 5)

1.      Write a brief note on “Name clause”. Marks : 5 (December 2012)

2.      Pre-incorporation Contracts (June 2011)

3.      Certificate of Commencement of Business. (June/July 2012)

4.      'X' Company by passing special resolution in its general meeting makes alteration in its objects. However company did not obtain the permission from the company law board for the alteration. Is this alteration valid ? (December 2012)

5.      A Company was incorporated for the purpose of manufacturing chemicals as its main business. It distributed Rs. 50,000/- to University and scientific institutions for scientific and education  research. Is it valid ?            Marks : 5 (January 2011)

6.      A is the holder of all shares, except one of a Paper Co. A insures the company paper in his own name. The paper is destoryed by fire. Can A recover the loss ? (January 2011)

7.      ‘A’ company registered as private company under the Companies Act. For its business it is in need of huge amount. By issuing prospectus, company received this amount as share amount from the public. Is this issue of prospectus valid ?  Marks : 5 (January 2012)

8.      In a train accident all the 10 members of private company were killed. Does the company cease to exist because all the members have died ? Give reasons. (January 2012)

9.      ‘A’ transferred certain land to ‘B’ on a condition that ‘B’ would never sell the land to coloured persons. ‘B’ sold the land to a company composed exclusively for Negroes. ‘A’ took action for the annulment of this conveyance on the ground that the property in effect had passed to the coloured persons. Will he succeed ?   (June 2010)

10.  ‘M’ incorporated a Company of which he was the Managing Director. In that capacity he appointed himself as a pilot of the company. While on the business of the Company he died in a flying accident. His widow claims Compensation. Will she succeed ? (June 2010)

11.  A Company has its registered office at Mumbai. Due to some reasons unfavourable to Company, it wishes to shift its registered office to Karnataka. Advice the Company. (June 2011)

12.  While in General Body Meeting, all the members of a private company were killed by a bomb during war. Does the company cease to exist? (June/July 2012)

13.  A Company changes its name from ‘Mahti Tea Syndicate Ltd’ to ‘Mahti Tea Industries Ltd’. But the Company filed a writ petition in its old name. is the petition is enforceable ? (June 2013)

14.  Mr.R was the transferee of a share certificate issued under the seat of the ‘G’ Company. The certificate was issued by the company secretary, who had affixed the seal of the company and forged their signature of two directors. Whether the share certificate is valid? (June 2013)

UNIT – II Marks : 15

1.      Define prospectus. State its contents. (December 2012)

2.      Make a note on Annual General Meeting and its importance. (December 2012)

3.      Explain the procedure and requisites of a valid general meeting. (January 2011)

4.      Discuss the different types of Meetings of a Company (June 2010)

5.      Notice and Quorum are the requisites of valid meeting elucidate. (June 2011)

6.      Explain the doctrine of “Indoor management” with exceptions. (June 2011)

7.       “An outsider while dealing with the company shall not enquire the internal matters”. Explain with exceptions. Marks : 15 (January 2012)

8.      Discuss the binding force of the ‘Articles of Association’ on the Company, members and outsiders with reference to decided cases  (June 2010)

9.      Define ‘Articles of Association’ Explain the alteration of ‘Articles of Association’ under Companies Act. (June 2013)

10.  Explain the doctrine of Ultra-vires. What are the effects of Ultra-vires agreements ? (January 2011)

11.  Who are liable for misstatements in prospectus? Explain the extent of civil and criminal liability of such misstatements. (June/July 2012)

12.  Define Dividend. Discuss the law relating to payment of dividend by companies. (June/July 2012)

13.  Explain briefly legal position of Director (January 2012)

14.  ‘Director are described as agents, trustees and as managing Partner’ – Analyse. (June 2013)

UNIT – II Marks : 5

1.      Write Short Notes on: Dividend (June 2011)

2.      State the qualifications of a director. (June/July 2012)

3.      Articles of Association are altered so as to result in breach of contract entered into by a company with its M.D. Is the alteration  valid ? Marks : 5 (January 2011)

4.      Directors of a company executed a bond in favour of 'A'. The Directors had the powers in the articles to issue bonds provided they were authorised by a proper resolution of the company. In fact, no such resolution was passed. Whether the bond executed in favour of ‘A’ is legally valid ? Marks : 5(December 2012)

5.      'R' applied for shares in a company on the basis of a prospectus containing the names of several persons as Directors. But before allotment took place there were changes in the directorate some directors having retired. Can 'R' avoid the allotment ? (December 2012)

6.      A Company inserted an advertisment in a newspaper stating that some shares were still available for sale according to the terms of the prospectus of the company which could be obtained on application. Do you consider it as a prospectus ? (January 2011)

7.      A proxy had exercised vote in the first poll of the meeting but it was revoked before the final poll by the share-holder. Is this revocation valid ? Marks : 5 (January 2012)

8.      ‘x’ is already director of 15 companies. Mind free company by recognising his skill and competence appoints him as its director, Is this appointment valid ? (January 2012)

9.      An applicant to whom shares were allotted in a company become fully aware of misrepresentation in the prospectus by the end of July, but in December he moved to have his name removed from the register. Will he succeed ?  (June 2010)

10.  The Directors of a company had by two resolutions resolved to make a call. But neither resolution specified the date and amount of payment. Decide the validity of the Call. (June 2010)

11.  The Articles of the Company contained a clause to the effect that ‘A’ should be the director and should not be removed until 2009. He was, however removed much earlier. He brings an action Company, for damages. Will he succeed ? (June 2011)

12.  Annual Meeting for 2004 is not called. But in 2005, meetings for 2004 and 2005 are called and held. Are they legal and proper? (June/July 2012)

13.  In a Private Company there are only two directors on board of the company. One director was refused to support in the decision taking on a subject in the meeting. There was no provision in the articles to increase or decrease the number of directors. Advise the director. (June 2013)

14.  Certain directors held a meeting of the Board. But they prevented some lawfully constituted directors from attending the meeting. A quorum was however present. Whether the Board meeting is valid ? (June 2013)

UNIT – III Marks : 15

1.      Discuss the provisions of the Companies Act 1956 for the prevention of oppression and mismanagement. (December 2012)

2.      Discuss the provisions of the Companies Act 1956 for the prevention of oppression and mismanagement (June 2010)

3.      What steps can be taken to prevent oppression of minority ? (June/July 2012)

4.      Discuss briefly the conditions of relief for oppression in the Company. (June 2013)

5.      Who can apply for Winding Up ? Explain the consequences of courts winding up order. (December 2012)

6.      What is voluntary winding up ? Explain members voluntary winding up. (January 2012)

7.      Briefly discuss the circumstances under which a company may be wound up by the court. (January 2011)

8.      Explain “Just and Equitable” clause as a ground for winding up of the company by the Tribunal. (June 2011)

9.      What is Allotment of shares ? Explain statutory restrictions and general principles of Allotment of shares. Marks : 15  (January 2012)

10.  What is meant by allotment of shares ? Explain statutory    restrictions and general principles of allotment of shares. Marks : 15 (January 2011)

11.  Describe the general principles and statutory restrictions for allotment of shares. (June 2013)

12.  What is debenture ? Explain its characteristics. Mention the various Kinds of Debentures. (June 2010)

13.  What is Debenture ? Explain its characteristics. What are the various kinds of debenture ? (June 2011)

14.  Discuss the different kinds of share capital (June/July 2012)

UNIT – III Marks : 5

1.      Allotment of Shares (June 2011)

2.      Duties of Liquidator. (June/July 2012)

3.      'A' and 'B' were only share holders as well as directors of a Private Company. Some serious differences developed between them and they became hostile with each other. 'A' seeks legal advise from you. Advise 'A'. Marks : 5   (December 2012)

4.      ‘X' applied for some shares in ‘Y’ Company. His application was sent by post. A letter of allotment was despatched by the company soon after. But the letter never reached to 'X'. Decide the liability of 'Y'. (December 2012)

5.      A Film Company borrowed a sum of money on the security of all its assets including machinery etc. now lying or that may be brought hereafter until repayment. What kind of charge is it created by the film comp any ?    Marks : 5 (January 2011)

6.      ‘X’ had subscribed the M.O.A. of a company for 100 shares. The company was duly registered but ultimately he took only 10 shares. The company was wound up. What is the extent of ‘X’s liability ? (January 2011)

7.      Due to Tsunami disaster ‘X’ company suspends its business for more than one year. ‘A’ shareholder in that company submits an application to the court for its winding up. Will he succeed ? Marks : 5 (January 2012)

8.      ‘x’ a minor was registered as a share holder. After attaining majority he received dividend from the company subsequently the company went into liquidation. ‘x’ denies liability as a shareholder. Decide. (January 2012)

9.      One Santhosh had subscribed, the Memorandum of Association of a Company for 200 Shares. The Company was duly registered, but he ultimately took only 20 shares, Company went into liquidation and demands for the payment of all the 200 shares was made. Although they were, in fact, never allotted to him. Advice Santhosh.   (June 2010)

10.  ‘N’ a Minor was registered as a share holder. After attaining majority he received dividends from the company. Subsequently the company went into liquidation. ‘N’ denies liability as a shareholder. Decide. (June 2010)

11.  A director, refused to retire in accordance with Articles of Association and illegally continued in office. Anand a member of the company wants to file a suit in his individual capacity against the director. Advise him. (June 2011)

12.   ‘X’ applied for shares in a company. A letter of a allotment was dispatched by the company soonafter. But the letter never reaches ‘X’. Can ‘X’ be considered as a share holder? (June/July 2012)

13.  K was Bearer debenture holder of ‘S Company’. He transferred the same to R. The Company refused to pay the amount with interest to him. Whether R can claim it ? (June 2013)

14.  The Preferential shareholders were entitled to a preference divided at the rate of 10% per annum  and it was specified in the Articles of Association of the Company. The earned huge profit in the financial year. Preferential shareholders are claimed 15% dividend in the Company. The Company was refused to pay the 15% of dividend, is the preferential share holders are entitled for 15% of dividends ? (June 2013)

UNIT – IV Marks : 15

1.      Explain the procedure, powers and functions of the Securities Appellate Tribunal under SEBI Act 1992. (December 2012)

2.      Explain the procedure, powers and functions of the securities Appellate Tribunal under SEBI Act 1992.   (June 2010)

3.      Discuss the procedure and powers of the Securities Appellate Tribunal under SEBI Act, 1992. (June/July 2012)

4.      Explain as to how the Central Government can suspend the business of a stock exchange under the securities Contracts (Regulation) Act, 1956. (June/July 2012)

5.      Discuss when and how the Central Government can suspend business of a Stock Exchange under the Securities Contracts (Regulation) Act. (December 2012)

6.      Discuss when and how the Central government can suspend business of a stock exchange, under the Securities Contracts (Regulation) Act, 1956. (January 2011)

7.      Enumerate the various penalties which can be imposed under the SEBI Act, 1992 for various failures, defaults, non disclosure and other offences.  (January 2011)

8.      Define the terms ‘stock exchange’, ‘recognised stock exchange’. Is there any prohibition on formation of an unrecognized stock exchange? (June 2011)

9.      Discuss the powers of recognised stock exchange to make bye-laws. (January 2012)

10.  Discuss the power of recognised stock exchanges to make bye-laws. (June 2010)

11.  Analyse the powers of recognised stock exchange to make the bye-laws under the securities contracts (Regulation) Act. (June 2013)

12.  Explain the powers of Securities and Exchange Board of India (SEBI) Act 1992 to order investigation of an intermediary or a person associated with the securities market. (June 2011)

13.  State the Penalties and Adjudication provision of securities and exchange Board of India under SEBI Act. (June 2013)

14.  Write explanatory note on Registration of stock-brokers, sub- brokers and share transfer agents. (January 2012)

UNIT – IV Marks : 5

1.      Write a note on Management of SEBI. (December 2012)

2.      Write a short note on ‘Powers of Central Government’ under the SEBI Act, 1992 (January 2011)

3.      Power of Central Government to supersede the Board. (June/July 2012)

4.      Write a short note on ‘Powers of SEBI under the Securities Contracts (Regulation), Act 1956. (January 2011)

5.      Write a note on offences by companies under securities Contracts (Regulation) Act. (June 2013)

6.      Objects of SEBI Act, 1992 (June 2011)

7.      Meeting of SEBI. (June 2013)

8.      Write a note on Appeal to Securities Appellate Tribunal under the SEBI Act -1992 Marks : 5 (January 2012)

9.      Definition of Securities. (June/July 2012)

10.  Definition of Securities. (January 2012)

11.  Definition of Securities (June 2010)

12.  Write Short Note on : Listing of Securities   (June 2010)

13.  Write Short notes on : Listing of securities’ (June 2011)

14.  Write Short notes on : Listing of Securities.   (December 2012)

UNIT – V            Marks : 15 

1.      Explain the provisions relating to various Penalties and enforcement of the orders of Adjudicating authority under the FEMA Act 1999.  (December 2012)

2.      Define the terms ‘person’, ’person Resident in India’ under Foreign Exchange Management Act (FEMA) 1999. (June 2011)

3.      Define the terms “Person resident in India”, “Service” under the Foreign Exchange Management Act.   (January 2012)

4.      Explain the Composition, procedure and powers of appellate tribunal under the FEMA Act 1999  (June 2013)

5.      Discuss the powers of Reserve Bank of India to regulate capital account transactions, under the Foreign Exchange Management Act, 1999. (January 2011)

6.      Who is an Authorised Peron ? Explain the powers of Reserve Bank of India to issue directions and to inspect authorised person under the Foreign Exchange Management Act, 1999. (June/July 2012)

7.      Explain the establishment , powers and functions of “Special Director (Appeal) and the Appellate Tribunal under Foreign Exchange Management Act (FEMA) 1999   (June 2010)

8.      Discuss the powers of the Competition Commission of India to enquire into agreements and dominant position of enterprise under the Competition Act 2002. (December 2012)

9.      Discuss the powers of the Competition Commission of India, to enquire into agreements and dominant position of enterprise, under the Competition Act, 2002. (January 2011)

10.  State the powers and functions of competition commission of India. (June 2013)

11.  Discuss the establishment, composition and term of office of the chairperson and other members of Competition Commission under the Competition Act, 2002. (January 2012)

12.  Define ‘Consumer’ and ‘service’ under the Competition Act, 2002 (June 2011)

13.  Explain the provisions relating to regulation of combinations under the Competition Act 2002 (June 2010)

14.  Explain the duties, power and functions of competition commission of India under Competition Act, 2002 (June/July 2012)

UNIT – V    Marks : 5

1.      Write short note on : Adjudicating Authority (FEMA) Marks : 5 (December 2012)

2.      Write a short note on ‘Adjudicating Authority’ under the FEMA, 1999.   Marks : 5 (January 2011)

3.      Write a short note on ‘Penalty for furnishing incorrect. (January 2011)

4.      Write short note :B.P.O   (January 2012)

5.      Write Short Notes on : B.P.O (June 2011)

6.      Goods (Competition Act) (January 2012)

7.      Enterprise (Competition Act) (December 2012)

8.      Write a note on competition advocacy (June 2013)

9.      Write Short Notes on : Prohibition of Agreements   (June 2010)

10.  Directorate of Enforcement under FEMA (June 2010)

11.  Write Short Notes on : Currency (June 2011)

12.  Provisions of Appeal to Appellate Tribunal. (June/July 2012)

13.  Powers of Competition Appellate Tribunal. (June/July 2012)

14.  Authorised person under FEMA  (June 2013)