ST. JOSEPH’S COLLEGE OF COMMERCE (AUTONOMOUS)
END SEMESTER EXAMINATION – SEPT/OCT. 2015
B.COM -V SEMESTER
C1 11 504: COMPANY LAW &  SECRETARIAL PRACTICE
Duration: 3 Hours                                                                                             Max. Marks: 100
SECTION – A
I)	Answer ALL the questions.  Each carries 2 marks.                                        (10×2=20)
	1.	Define One Person Company (OPC) under new companies act 2013.
	2.	What is the increase in maximum number of members in a private company according to Companies Act, 2013?
	3.	State the meaning of “Dormant Company”.
	4.	Outline Corporate Social Responsibility (CSR) reference to Companies Act, 2013?
	5.	Who are all known as Key Managerial Personnels (KMP’s)?
	6.	What types of Companies are required to issue prospectus?
	7.	Explain the need of Book Building?
	8.	What are the various modes of winding up?
	9.	State the major classifications of directors Duties?
	10.	Which is a premier national professional body constituted under an Act of Parliament (Company Secretaries Act, 1980)?
SECTION – B
II)	Answer any FOUR questions.  Each carries 5 marks.                                      (4×5=20)
	11.	Explain the role or importance of Company Secretary.
	12.	Who is a promoter?  State legal positions of a promoter?
	13.	Briefly explain the role and importance of MCA-21.
	14.	Write the procedure followed for the member’s voluntary winding up.
	15.	Discuss the statutory provisions relating to allotment of shares.
	16.	Write the procedure for reduction of share capital followed under the companies Act.
SECTION  – C
III)	Answer any THREE questions.  Each carries 15 marks.                                (3×15=45)
	17.	What do you mean by class meeting? Explain in detail the requisites of a valid meeting.
	18.	Who is a ‘Director’? Enumerate the provisions regarding the appointment and removal of directors of a company.
	19.	Mention two differences between a share and stock. Explain the provisions in regard to buy back of shares.
	20.	Explain the contents of Memorandum of Association.
	21.	Write the circumstances under which a company can compulsory be wind up by a court and also state the consequences of such a winding up order
SECTION – D
IV)	Case Study                                                                                                              (1×15=15)
	22.	a. Draft the minutes of annual general meeting of Alltime Favourites Ltd.at which besides declaration of dividend, appointment of auditors and the appointment of additional director as regular director featured for consideration and decision. b. Assume data and draft the notice of an annual general meeting of a listed public company including therein at least one of the special business items. (7.5+7.5)

 

 

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ANSWER KEYS

 

Section A

 

1. A one man company is an entity in which the entire shareholding is owned by a single person or entity. At present, a minimum two people are required to form a company.
2. Has been increased from 50 to 200.
3. Dormant Company for future projects to hold an asset or intellectual property and has no significant accounting transaction.
4. The Act stipulates that companies which meet certain set of criteria will have to spend at least 2% of their average profits in the last three years towards Corporate Social Responsibility (CSR) activities. In case, entities are unable to comply with the CSR rules, they would be needed to give explanations. If they fail to do so, they would face action, including penalty.

 

5. “Key Managerial Personnel”, in relation to a company, means—

(i) The Chief Executive Officer or the managing director or the manager

(ii) The company secretary; (iii) the whole-time director; (iv) The Chief Financial Officer; and (v) such other officer as may be prescribed

 

 

6. Every public listed company who intends to offer shares or debentures of the company to the public.
7. Every private company who ceases to be a private company and converts into a public company and intends to offer shares or debentures of the company to the public

 

7. Book Building is essentially a process used by companies raising capital through Public Offerings-both Initial Public Offers (IPOs) to aid price and demand discovery.

 

8. (i)Winding up by the tribunal (ii) Voluntary winding up

 

9. The duties of directors may be classified in to two broad categories. They are statutory duties

• General Duties
• Statutory Duties

 

10. The Institute of Company Secretaries of India (ICSI).

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