Company Law & Secretarial Practice

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ST. JOSEPH’S COLLEGE OF COMMERCE (AUTONOMOUS)
END SEMESTER EXAMINATION – OCTOBER 2013
B.COM – V SEMESTER
COMPANY LAW & SECRETARIAL PRACTICE
Time: 3 Hours Max. Marks: 100
SECTION – A
I) Answer in one or two sentences. (10 x 2 = 20)
1. When does a company become subsidiary to another company?
2. Who is the pro-term secretary?
3. What is red-herring prospectus?
4. What do you mean by qualification of shares?
5. Give the difference between D-Mat and Re-Mat Account.
6. List few documents required to be filed with registrar to obtain commencement of
business.
7. What do you mean by debenture trust deed?
8. Explain the term separate legal entity.
9. Distinguish between ordinary and special resolution.
10. Can a proxy vote in the meeting? Elucidate
SECTION – B
II) Answer any FOUR out of SIX questions. (4 x 5 = 20)
11. Why are Articles of Association necessary for a company? Name its contents.
12. State the essentials of valid meeting.
13. Analyze the steps involved in the formation of a private company.
14. Discuss the consequences of winding of a company.
15. Explain the functions and position of promoters.
16. State the appointment and termination of company secretary.
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SECTION – C
III) Answer any THREE out of FIVE questions. ( 3 x 15 = 45)
17. Write short notes on
(a) Transmission of shares.
(b) Doctrine of Ultra vires, purpose and rationale behind the doctrine.
(c) Removal of Directors.
18. State the importance of Memorandum of association? Explain the clauses of
Memorandum of Association?
19. ‘Prospectus is a window through which Company is displayed without distortions.’
Comment. Distinguish a prospectus from a statement in lieu of prospectus.
20. What is extra- ordinary general meeting? State the provisions for holding extra
ordinary general meeting and also secretary’s duties.
21. Briefly explain the classification of companies with suitable examples.
SECTION – D
IV) Compulsory Case study (No choice 5 marks each) (15 marks)
22.
Case 1
􀂾 The last meeting of BOD was held on 15th Jan 2013.
􀂾 The next meeting could not be held within 3 months i.e. up to 14th April 2013 as
most of the directors were out of India.
􀂾 The directors returned on 20 April 2013 and the meeting was held on 21 April
2013.
􀂾 Is it a violation of sec 285of the company Act?
Case 2
􀂾 X was a managing director in an insurance company.
􀂾 Other directors left the management of the company’s affairs entirely in the
hands of X.
􀂾 X acted fraudulently and misappropriated huge funds.
􀂾 The company suffered huge losses due bad investments and improper loan
advancing.
􀂾 The company was ordered to be wound up.
􀂾 A case was filed against X and other directors. Whether x and other directors are
liable?
Case 3
􀂾 X a director of a company purchased a building for 10 crores on his own account
without any directions or instructions from the company.
􀂾 X subsequently sold the building to the company for Rs.12 crores.
􀂾 The shareholders brought an action against the director for restoring the profits
made by him out of the resale. Whether the director is liable to pay the profits
earned?
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