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Chapter 1 Directors: Appointment & Qualifications

Chapter 1: Appointment & 1.1

Qualification of Directors
1. Who can be director?
a. Association of b. Body c. Any person d. None of the
Persons Corporate above

2. What is the minimum number of directors required in Private Company?


a. 1 b. 3 c. 2 d. 4

3. What is the minimum number of directors required in Public Company?


a. 2 b. 7 c. 3 d. 15

4. What is the maximum number of directors mentioned under Act for a Private Company?
a. 10 b. 7 c. 15 d. No restriction

5. What is the maximum number of directors mentioned under Act for a Public Company?
a. 50 b. 7 c. 15 d. No restriction

6. Can the maximum number of Directors be increased beyond the maximum permissible limit?
a. No b. Yes, GM-OR c. Yes, GM-SR d. Yes, GM-UR

7. MTPC, a Government Company seeks to increase the maximum number of directors. Which resolution is
required to be passed?
a. GM-SR b. BM-OR c. GM-UR d. GM-OR

8. Appointment of woman Directors is mandatory for following companies:


a. Listed Companies b. Public c. Public Companies with d. (a) or (c)
Companies with PUC ≥ PUC ≥ 100 Cr. or
10 Cr. or Turnover ≥ Turnover ≥ 300 Cr.
300 Cr.

9. Casual Vacancy of a woman director shall be filled by ……………..


a. GM-OR b. EGM c. GM-SR d. BM-OR

10. Casual Vacancy of a woman director shall be filled by BOD not later than ……………..
a. Immediate BM b. 3 months c. (a) or (b), Whichever d. (a) or (b),
is earlier Whichever is later

11. As per section 149(3), atleast 1 resident director who has stayed in India for …… on board is mandatory.
a. not less than 182 days in b. not less than 182 c. not less than 182 days d. not less than 182
previous calendar year. days in current in current FY days in previous FY
calendar year.

12. AOA of a company can provide a number lower than the statutory maximum limit of number of
directors by revising AOA by passing ……..
a. GM-UR b. GM-SR c. GM-OR d. BM-OR

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

13. AOA of a company can provide a number lower than the statutory minimum limit of number of directors
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by revising AOA by passing ……..
a. GM-SR b. GM-OR c. GM-UR d. None of the above

14. AOA of a company can provide a number lower than the ……………… and the same can be revised by
passing GM-SR.
a. statutory minimum b. statutory c. Both of the above d. None of the above
limit maximum limit

15. If there is a single casual vacancy at a place of woman director then casual vacancy shall be filled by ……..
a. a woman only b. male or c. any person d. all of above
female

16. On being appointed as director, he shall file Form …….. with Company.
a. DIR-12 b. DIR-2 c. DIR-8 d. DIR-1

17. On appointment of director Company shall file which form with the ROC?
a. DIR-12 b. DIR-2 c. DIR-8 d. DIR-1

18. What is the time limit for filing DIR-12?


a. 30 days b. 1 month c. 60 days d. 180 days

19. What is the time limit for filing DIR-12 by a Specified IFSC Public Company?
a. 30 days b. 1 month c. 2 months d. 60 days

20. What is the minimum number of Independent Directors required in a Listed Public Company as per Sec
149(4)?
a. Min 2 IDs b. Min 1/3rd of c. Min 1 ID d. Min 2/3rd of total Directors
total Directors

21. Who shall mandatorily appoint Independent Directors?


a. Listed b. Public Company having: c. (a) and d. None of the above
Public Company PUC ≥ Rs. 10 Cr.; or (b)
Turnover ≥ Rs. 100 Cr.; or Outstanding Loans,
Debentures & Deposits ≥ Rs. 50 Cr.

22. Every Independent Director shall declare that he meets the criteria of independence in:
i. a. 1st BM after b. declare in 1st BM after c. 1st BM of every year d. All of the above
appointment change in circumstances
affecting independence

23. What is the term of appointment of an Independent Director?


a. 3 consecutive years b. 5 consecutive c. Indefinite d. As decided by
years BOD

24. Independent Director may hold office for …..


a. 3 consecutive b. 1 term with 3 c. Not more than 2 d. Not more than 2
terms years gap before next consecutive terms consecutive terms
with a gap of 3 years at all
at least before 3rd

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

term
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25. On completion of 2 terms, an Independent Director can get appointed as ID only after a gap of.......
a. 2 years b. 3 years c. 5 years d. 10 years

26. To be eligible for being reappointed, an Independent Director shall not be associated with the Company
in any manner for a period of ………..
a. 5 years b. 3 years c. 2 years d. 10 years

27. Independent Director means a director other than ……..


a. Managing Director b. Whole Time c. Nominee Director d. All of the above
Director

28. Who shall be eligible to be appointed as Independent Director?


a. Not a promoter of b. Not related to c. Not related to d. All of above
Company, Holding, Promoter of Company, Director of Company,
Subsidiary or Associate Holding, Subsidiary or Holding, Subsidiary or
Company Associate Company Associate Company

29. Who shall be eligible to be appointed as Independent Director?


a. Not a promoter of b. Not related to c. Not a promoter of d. (b) and (c)
Holding, Subsidiary or Promoter or Director Company, Holding,
Associate Company of Company, Holding, Subsidiary or
Subsidiary or Associate Associate Company
Company

30. Who shall NOT be eligible for being appointed as Independent Director?
a. Promoter of b. Related to c. Related to Director d. All of above
Company, Holding, Subsidiary Promoter of Company, of Company, Holding,
or Associate Company Holding, Subsidiary or Subsidiary or
Associate Company Associate Company

31. Who shall not be eligible for being appointed as Independent Director?
a. Has or had no b. Has or had no c. Has or had no d. Has or had no
pecuniary relation pecuniary relation pecuniary pecuniary relation
(including remuneration or (other than relation (other (including
transaction > 10% of his remuneration or than remuneration or
total income) transaction > 10% of remuneration or transaction > 2% of his
his total income) transaction > 2% total income)
of his total
income)

32. A director to be appointed as Independent Director, has or had no pecuniary relation (other than
remuneration) > 10% of his total income or amount prescribed by CG with the Company or its Holding,
Subsidiary, Associate Co., promoter or director:
a. during the 3 b. during the 2 c. during the d. None of the above
immediately preceding FYs immediately preceding immediately
or during Current Financial FYs or during Current preceding FY or
Year (CFY). Financial Year (CFY). during Current
Financial Year
(CFY).

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

33. Mr. X, son-in-law of Mr. A (Promoter of Associate Company PQR Ltd.) seeks to be appointed as
Independent Director of LMN Pvt. Ltd. Can he be so appointed?
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a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

34. Mr. Rohan has a pecuniary relationship with PQR Ltd. to the tune of Rs. 2 Lacs (Including remuneration
of Rs. 1 lac). His total income is 10 Lacs. Can he be appointed as an Independent Director of XYZ Ltd.
(Subsidiary of PQR Ltd.)
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

35. Mr. Raman, a relative of Ms. Sadhana who is indebted to the Company, wants to be appointed as an ID.
Can he be so appointed?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

36. Mr. Mahesh and Mr. Somesh are relatives. Mr. Somesh has a pecuniary relationship with PQR Ltd. to the
tune of Rs. 6 Lacs (Including remuneration of remuneration of Rs. 4 lac). His total income is 10 Lacs. Can
Mr. Mahesh be appointed as an Independent Director of XYZ Ltd. (Subsidiary of PQR Ltd.)?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

37. Ms. Kajol is a relative of Mr. Ketan. PQR Ltd. is the subsidiary Company of ABC Ltd. Mr. Ketan has given a
guarantee to the Director of ABC Ltd. Can Ms. Kajol be appointed as an Independent Director?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

38. Ms. Kajol is a relative of Mr. Ketan. PQR Ltd. is the Holding Company of ABC Ltd. Mr. Ketan has given a
guarantee to the Director of ABC Ltd. Can Ms. Kajol be appointed as an Independent Director?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

39. Ms. Kajol is a relative of Mr. Ketan. PQR Ltd. is the subsidiary Company of ABC Ltd. Mr. Ketan had given
a guarantee to the Director of ABC Ltd on 20th Dec 2016. Can Ms. Kajol be appointed as an Independent
Director on 21st Dec 2018?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

40. Ms. Kajol is a relative of Mr. Ketan. PQR Ltd. is the subsidiary Company of ABC Ltd. Mr. Ketan had given
a guarantee to the Promoter of ABC Ltd on 20th Dec 2016. Can Ms. Kajol be appointed as an
Independent Director on 21st Dec 2018?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

41. HGK Ltd. seeks to appoint Mr. Ram as Independent Director. Mr. Sham brother of Mr. Ram is a deemed
Director of a Section 8 Company which holds 6% of the voting power of HGK Ltd. Can Mr. Ram be so
appointed?
a. Yes b. No c. Yes, GM-SR d. Yes, GM-UR

42. Casual Vacancy of an Independent director shall be filled by ……………..


a. GM-OR b. EGM c. GM-SR d. BM-OR

43. Casual Vacancy of an Independent director shall be filled by BOD not later than ……………..
a. Immediate BM b. 3 c. Earlier of (a) or (b) d. Later of (a) or (b)
months

44. Shareholders of PQR Ltd. seek to appoint Small Shareholder’s Director. What is the eligibility criterion of
these shareholders’ to apply?
a. Holding shares of ≤ b. Holding shares of ≤ c. Holding shares of ≤ d. None of the
Rs. 20,000 Paid-up value Rs. 20,000 Market value Rs. 20,000 face above

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

value
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45. KLM Ltd. unlisted, seek to appoint Small Shareholder’s Director. How can they do so if the small
shareholders have not applied for the same?
a. Suo-motu, BM-OR b. Suo-motu, c. Cannot be done d. Take prior CG approval
GM-OR

46. HGK Ltd. appointed Mr. Ram as Small shareholder’s Director. Mr. Sham brother of Mr. Ram, Director of
a Section 8 Company receives 32% of its receipts from HGK Ltd. Can Mr. Ram continue as a Small
shareholder’s Director?
a. Yes b. No, because he c. Can continue by taking approval d. None of the
loses his independence from Company above.

47. HGK Ltd. appointed Mr. Ram as Small shareholder’s Director. Mr. Sham brother of Mr. Ram is the
Director of a Section 8 Company which receives 32% of its income from HGK Ltd. Can Mr. Ram continue
as a Small shareholder’s Director?
a. Yes b. No, because he c. Can continue by taking approval d. None of the
loses his independence from Company above.

48. PQR Ltd. to which appointment of Independent Director is applicable ceases to fulfill the conditions of
applicability for 3 consecutive years; compliance with this section is …………..
a. not required until it again b. still c. is decided by the Company d. None of
meets any of the condition required based on the circumstances the above

49. Mr. X, ID of KKJ Ltd. was already in receipt of remuneration and reimbursement of expense. The
Company is proposing to pay profit related commission and offer stock option of shares to incentivize
him for his excellent contribution in the year. Is the proposal valid?
a. Company can only b. Company can only c. Both are d. None of the both are
offer stock options pay profit linked commission allowed allowed.

50. Acts conducted by the Company were ultra vires to the AOA and MOA of the Company. Will the ID be
held responsible?
a. Yes, held primarily b. Held responsible only if the c. Held responsible d. None of the
responsible acts occurred within his based on the above
knowledge and his consent or terms of
connivance. appointment.

51. Mr. Kaushik holding position as Independent Director of PQR Ltd. contravened the provisions of Sec
149(6). What is the consequence of such contravention?
a. Needs to vacate b. Can continue c. Can be removed d. (b) or (c)
office as NED u/s 169

52. Ms. Lata was an Independent Director of XYZ Ltd. in the year ended 2014. Now, after a gap of 4 years
i.e. in the year 2018 Company seeks to reappoint her again. Will the appointment be valid? If yes, how
can the appointment be made?
a. No, b. Yes, by c. Yes, by passing GM-OR as d. Not possible for an
Reappointment of an ID is passing GM- it’s not a re-appointment indefinite period
possible after a cooling SR but fresh appt. GM-SR is for
period of 5 years. reappointment

53. Mr. Soham was appointed as a small shareholder’s director of XYZ Limited, which is in the business of
Oil refining. Subsequently, A Limited and B Limited have also appointed him as small shareholder’s
director. A is engaged in the manufacture of stationeries whereas B in the business of manufacturing

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

bearings. Are these appointments valid?


a. Both appointments b. Both c. Appointment in only d. Appointment in only A
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are invalid appointments are one of either of them is Ltd. is valid.
valid valid.

54. Mr. Soham was appointed as a small shareholder’s director of XYZ Limited, which is in the business of
Oil drilling ,refining and marketing. Subsequently, A Limited and B Limited have also appointed him as
small shareholder’s director. A is engaged in the business of Oil Refining too whereas B in the business
of manufacturing oil rig equipments. Are these appointments valid?
a. Both appointments b. Appointment in only c. . Appointment in only B d. Appointment in
are invalid one of either of them Ltd. is valid. only A Ltd. is valid.
is valid.

55. A Small Shareholder’s Director needs to vacate office if he:


a. Incurs disqualification b. Attracts c. Ceases to be d. All of the e. (a) or (b)
u/s 164 sec 167 independent above

56. First Directors of a Company shall be appointed in the following manner:


1. based on manner provided in AOA
2. all subscribers to the MOA who are individuals shall be deemed to be directors
3. whose name is mentioned in the AOA
Which of the following is a correct sequence to follow in appointment of First Directors?
a. 2,1,3 b. 3,1,2 c. 1,2,3 3,2,1

57. Ms. Simple appointed as First director of Company Basic Ltd. wishes to know her tenure as First
Director.
a. 5 years b. 3 c. Until next d. Until appointment of directors in GM
years AGM

58. DFG Ltd. appoints its Directors in GM however they wish to know if any director can be appointed at
BOD meeting. Which of the following Director can be in BM?
a. Additional b. Alternate c. Nominee d. Casual Vacancy e. All of the
Director-161(1) Director-161(2) Director-161(3) Director-161(4) above.

59. A person cannot act as director until he files his consent with ROC in Form No. DIR-2 within 30 days of
appointment. However, exception to following is given to
a. Director of Government b. Director of Sec 8 Company. c. First d. All of the
company Director above

60. A and B were appointed as first directors on 8th April, 2018 in Sun Glass Ltd. Thereafter, C, D and E
were appointed as directors on 10th July 2018 and F, G and H were also appointed as directors on 11th
August 2018 in the company. In the next AGM of the company, A and B were proposed to be retired by
rotation and re-appointed as directors. Is the proposal for retirement by rotation and re-appointment of
A and B valid?
a. No, they can retire b. A and B c. A and B can both d. None of the above
but not be reappointed. cannot be rotated as retire by rotation
they were First and be
Directors of the reappointed.
Company.

61. In the situation above, if resolution for A’s retirement and re-appointment was passed. However,
before the resolution for B’s could be taken up for consideration, the meeting was adjourned. In the
adjourned meeting also, the said resolution could not be taken up and the meeting was ended without

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

passing the resolution for B’s retirement and reappointment. What will be the status of B as a director in
the company?
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a. B shall vacate b. B need c. B will get d. B will get automatically re-
office automatically not vacate automatically appointed provided he didn’t
office if he re-appointed express his unwillingness to
follows certain continue as director and also does
conditions not fit in the other exceptions.

62. A company on the Board consisting of the following:


a. Mr. Independent, Mr. Archie as nominees from two Public Financial Institutions.
b. Mr. X, Mr. Y, Mr. Z appointed at the 2nd AGM.
c. Mr. A, Mr. B appointed at the 3rd AGM.
d. Mr. Addition was appointed as additional director subsequent to 3rd AGM.
e. Mr. Casual was appointed as director in place of Mr. Soul who died and was earlier appointed
during the 3rd AGM.
f. Mr. Excellent was appointed as Managing Director for 5 years w.e.f. 2nd AGM.
g. Mr. One More was appointed as additional Director soon after appointment of Mr. Addition.
List out in order, who shall be vacating the office at the 4th AGM of the company.
a. Mr. Addition, b. Any 2 from c. Mr. Addition, Mr. One d. Any 2 from Mr. X, Mr.
Mr. One More, 2 from Mr. X, Mr. Y & More, 2 from Mr. X, Mr. Y & Y & Mr. Z and Mr.
Mr. X, Mr. Y & Mr. Z and Mr. Z and Mr. Mr. Z and Mr. Casual on the Casual on the day Mr.
Mr. Casual. Casual. day Mr. Soul would have Soul would have
retired. retired.

63. ABC Company Ltd. in its First General Meeting appointed 6 Directors whose period of office is liable to
be determined by rotation. Will it make any difference, if ABC Company Ltd. does not carry on business
for Profit?
a. Sec 8 companies b. Sec 8 c. Retirement shall be as per d. None of the
are exempted. companies are not terms of agreement. above.
exempted.

64. Mr. PQR has been appointed as Additional Director on the Board of Meghna Ltd. on 12th January, 2016.
Mr. PQR has filed his consent to Act as a Director only with the company. Is the appointment valid?
a. Yes, as consent b. No, Filing of c. Yes, as filing of consent d. None of
with Company is consent with ROC is with ROC is not the above
paramount for assuming mandatory to assume mandatory for Additional
office. office. Director

65. A company XYZ Ltd. has 8 directors including 1 Additional Director, 1 Casual Vacancy Director, 1 Small
Shareholder’s Director. Calculate number of Directors to be rotated.
a. 4 b. 6 c. 1 d. None of the above

66. Mr. Chetan, an Executive Director is rotated after 3 years of his 5 year tenure and retires & vacates
office as NED. Explain his position in the Company.
a. Can continue as ED b. Cannot c. Can continue as d. None of the above
continue as ED employee

67. In the same situation as above, if he reappointed as NED, what will be his position?.
a. May continue as b. May continue as c. May continue as ED for 2 d. None of
NED for 3 years ED for 3 years years and as NED for 1 year the above.

68. Company seeks to appoint Mr. X, a retiring director. Under which section can the same be done?
a. Sec 160 b. Sec 152(7) c. 152(1) d. Any of the above

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

69. Under sec 160, any person who wants himself to be appointed or a member wants to nominate any
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person shall apply at registered office of company with fees of Rs. 1 lakh or higher amount as may be
prescribed. FUD Ltd, receives an application for appointment of 1 director by members, 2 recommended
by Nomination and Remuneration Committee constituted u/s 178 including 1 Independent Director.
What is the total amount deposited with Company on such application?
a. INR 3 Lakhs b. INR 2 Lakhs c. INR 1 Lakh d. Nil

70. Company XYZ Ltd. seeks to appoint an Additional Director on account of increase in work load. Which of
the following ways can be opted for his appointment?
a. AOA gives power then b. If AOA is silent then GM-OR c. Both a. and b. d. Neither a. or
BM-OR can be passed to grant power and BM-OR to b.
make the appointment

71. RWD Ltd. a Listed Company, in its AOA empowers the Board of Directors to appoint Additional Director.
The Board of Directors, therefore, appoints Mr. Raj as the additional director. It was noticed that the
proposal to appoint Mr. Raj as a director on the Company’s Board was rejected by the members at the
company’s AGM just before his eventual appointment by BOD as Additional Director. Whether Mr. Raj’s
appointment as additional director by the Board of Directors is valid?
a. Power to b. The appointment of c. If the AOA provides d. If the AOA provides
appoint additional Mr. Raj as Additional for authority of BOD for authority of GM
director vests with Director by the Board of for appointment of for appointment of
the BOD and hence Directors is not valid as he Additional Directors, Additional Directors,
Mr. Raj can be was earlier rejected by the then same cannot then same cannot
appointed. members. be objected. be objected.

72. PQR Ltd appointed Ms. Smita as an Additional Director. Till when can she hold directorship?
a. Terms of b. Next AGM c. Date on which AGM d. (b) or (c) whichever is
appointment. should have been held earlier.

73. PQR Ltd appointed Ms. Smita as an Additional Director by passing a resolution by circulation. Is the
appointment valid?
a. Valid b. Valid after c. Invalid d. If AOA provides for appointment by resolution by
ratification circulation, then the same is valid.

74. AOA of XYZ Ltd. specifies a maximum of 12 directors. There are 12 directors on Board. The Company
seeks to appoint Mr. Sinha as Additional Director. Can the same be done?
a. Additional Director b. Additional c. Additional Director is counted in d. None
is not counted in Maximum Director is counted Maximum number of directors but of the
number of directors, hence in Maximum number since Act provides a maximum of above
valid. of directors, hence 15 directors, hence appointment is
invalid. valid.

75. Board of PQR Ltd. seeks to appoint Mr. L as Alternate Director of Mr. S, an Independent Director. What
is the basic requirement?
a. Shall not be an b. The individual so proposed c. Board can d. All of above
Individual rejected by the shall also be eligible to be appoint only if
Company appointed as Independent AOA gives
Director. power.

76. Mr. Ketan, director of OIL Ltd. absents himself for a period more than 12 months with notice. Hence the
Company decides on appointing an Alternate Director. However, CS of the Company is of the opinion
that an Alternate Director cannot be appointed hence the position shall be filled in by a Casual Vacancy

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

Director. Is the contention of the CS correct?


a. Yes, a Casual b. No, since the director c. Based on the circumstances and the d. Any of
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vacancy director has given notice of intention of Director to return to his the
needs to be absence an Alternate position, the same can be decided on a above
appointed.(>12 mths) Director can be case to case basis.
appointed.

77. LYF Ltd. appoints Mr. Naren as a Casual Vacancy Director in its Board Meeting complying and in
accordance with the provisions of the Act. The members suggest that appointment of Mr. Naren is
invalid as their approval wasn’t taken. Comment.
a. Approval of b. The members’ c. The members’ d. The members’
members is not contention is correct contention is correct contention is correct
required as Act gives and appointment of and appointment of and appointment of
right to the Board for Casual Vacancy Casual Vacancy Casual Vacancy
appointment of Casual Director needs Director needs Director needs
Vacancy Director. ratification at the next ratification at the ratification at the
AGM by passing GM- next AGM by passing next GM by passing
OR. GM-SR. GM-SR.

78. ZNMD Ltd. appointed an Alternate Director and a Casual Vacancy Director by passing resolution by
circulation. Comment.
a. Alternate b. Casual Vacancy c. Both Casual Vacancy d. Both Casual Vacancy
Director cannot be Director cannot be Director and Director and
appointed by passing appointed by passing Alternate Director Alternate Director
resolution by circulation, resolution by can be appointed by cannot be appointed
however, Casual Vacancy circulation, however, passing resolution by passing resolution
Director can be. Alternate Director can by circulation. by circulation.
be.

79. Mr. Sam, a Director of DCH Ltd. dies in a casualty. However, the Company in its Board meeting decides
not to fill the casual vacancy. Is it valid?
a. It is at b. BOD can decide not c. BOD can decide not to fill d. It is at the Company’s
Board’s volition to fill the position of casual the position of casual volition whether or
not to appoint a vacancy by passing a vacancy by passing a not to appoint a
Casual Vacancy resolution with that regard. resolution with that Casual Vacancy
Director. Such decision shall be regard. Such decision Director and not with
approved by a GM-OR. shall be approved by a the Board.
GM-SR.

80. Which of the following persons can be appointed as a Director of a company in 2019:
a. Mr. Amar, who has huge personal liabilities far in excess of his Assets and Properties, has applied to
the court for adjudicating him as an insolvent and such application is pending.
b. Mr. Bakshi, who was caught red-handed in a shop lifting case two years ago, was convicted by a
court and sentenced to imprisonment for a period of eight weeks.
c. Mrs. Chetana, a Former Bank Executive, was convicted by a court eight years ago for embezzlement
of funds and sentenced to imprisonment for a period of one year.
d. Mr. Dhiraj is a Director of DLT Limited, which has not filed its Annual Returns pertaining to the
Annual General Meetings held in the calendar years 2011, 2012 and 2013.
a. Mr. Amar & Mr. b. Mr. Bakshi & c. Mrs. Chetana & d. Mr. Dhiraj & Mrs.
Dhiraj Mrs, Chetana Mr. Amar Chetana

81. Mr. Suresh is a Director of ABC Ltd., XYZ Ltd. and PQR Ltd. ABC Ltd. did not file annual accounts for the
year ended 31st March, 2002 and failed to pay interest on loans taken from a public financial institution
from 1st Jan, 2002 onwards and also failed to repay the matured deposits on due date from 1st April,

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

2002 onwards. Mr. Suresh is proposed to be appointed as additional director of Manyata Ltd. on 1st
June, 2003. Comment.
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a. Mr. Suresh can be b. Mr. Suresh c. Mr. Suresh cannot d. Mr. Suresh cannot
appointed as Additional can be appointed as be appointed as be appointed as
Director for Manyata Ltd. Additional Director for Additional Director Additional Director
but cannot continue with Manyata Ltd. but for Manyata Ltd. for Manyata Ltd. and
ABC Ltd., XYZ and PQR Ltd. cannot continue with and cannot continue cannot continue
XYZ and PQR Ltd. with ABC Ltd., XYZ with XYZ and PQR
and PQR Ltd. Ltd.

82. RML Ltd. issued shares of the nominal value of Rs. 10 per share, out of which Rs. 5 was payable on
application and balance Rs. 5 was payable on call. The call money was invited by the Board of Directors
but some shareholders, including a non–executive director, failed to pay the same within the prescribed
period. Will the Non-Executive Director be disqualified from his position and will he have to vacate?

a. If call is not paid within 1 b. If the call is not paid c. If the call is not paid d. None of
year from the last date fixed for the within 182 days from the within 6 months the
payment of the call, he shall vacate last date fixed for the from the last date above
the office of director held by him. payment of the call, he fixed for the
shall vacate the office of payment of the call,
director held by him. he shall vacate the
office of director
held by him.

83. LIT Ltd., having a paid up capital of Rs. 120 Cr in the financial year 2017-18 appoints Ms. Juliet as the
women director on 1st March 2018. She already holds directorship in twelve companies including 10
public companies.
a. As she was already a director in b. She can either choose c. Can take d. (a) or [(b)
ten public companies, her appointment between the companies in up & (c)]
in LIT Limited is not valid as it will lead which she wishes to directors
to her directorship in 11 public continue to hold the office of hip in LIT
companies. director and resign her office Ltd.
as director in the other
remaining companies.

84. Ms. Juliet holds directorship in eight public companies including managing directorship in 2 companies
and directorship in 6 companies. In addition, she intends to take up independent directorship in 3
subsidiary companies of LIT Limited. Is the position valid?
a. As she was already a b. As she was already a c. She can either choose d. [(a) or
director in 8 public director in 8 public between the (b)] &
companies, her appointment companies, her appointment companies in which (c)
in LIT Limited is not valid as it in LIT Limited is not valid as it she wishes to continue
will lead to her directorship will lead to her directorship in to hold the office of
in 14 public companies. 11 public companies. She can director and resign her
however take directorship in office as director in
any 2 of the 3 companies the other remaining
proposed. companies.

85. XYZ Ltd. is Whole Owned Subsidiary of Government Company. The members of XYZ Ltd. applied for
inspection of Register of Directors maintained u/s 170. Company seeks your advice.
a. Sec 171 gives the b. If the members ask for c. Both d. Sec 171 is not applicable
right to Members for inspection of register in (a) to Whole Owned
inspection of register. Business Hours the and Subsidiary of Government
same is permitted. (b) Company

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Chapter 1 Directors: Appointment & Qualifications

86. Rama Ltd appointed Mr. Rahul as an Additional Director by passing a resolution by circulation. Is the
1.11
appointment valid?
a. Valid b. Invalid c. Valid after d. If AOA provides for appointment by
ratification resolution by circulation, then the same is
valid.

87. AOA of ZNMD Ltd. specifies a maximum of 18 directors. There are 18 directors on Board. The
Company seeks to appoint Mr. Adinath as Additional Director. Can the same be done?
a. Additional Director is b. Additional Director c. Additional Director is d. None of
not counted in Maximum is counted in counted in Maximum the above
number of directors, hence Maximum number number of directors but
valid. of directors, hence since Act provides a
invalid. maximum of 15 directors,
hence appointment is valid.

88. PQR Ltd appointed Ms. Smita as an Additional Director by passing a resolution by circulation. Is the
appointment valid?
a. If AOA provides for appointment by b. Invalid c. Valid d. Valid after
resolution by circulation, then the ratification
same is valid.

89. Mr. Kaushik holding position as Independent Director of PQR Ltd. contravened the provisions of Sec
149(6). What is the consequence of such contravention?
a. Needs to vacate b. Can continue as c. Can be removed u/s 169 d. (b) or (c)
office NED

90. KHL Ltd. appointed Ms. Shruthi as Woman Director. Mr. Sham brother of Ms. Shruthi is the Director of
a Section 8 Company which receives 32% of its income from KHL Ltd. Can Ms. Shruthi continue as a
Woman Director?
a. Yes b. No, because she c. Can continue by taking approval d. None of the
loses her independence from Company above.

91. A person cannot act as director until he files his consent with ROC in Form No. DIR-2 within 30 days of
appointment. However, exception to following is given to
a. Director of Government b. Director of Sec 8 c. First Director d. All of the
company Company. above

92. Board of Karawan Ltd. seeks to appoint Mr. Karan as Alternate Director of Mr. Kiran, an Independent
Director. What is the basic requirement?
a. Shall not be an b. The individual so c. Board can d. All of above
Individual rejected by the proposed shall also be appoint only if
Company eligible to be appointed as AOA gives
Independent Director. power.

93. Acts conducted by the Company were ultra vires to the AOA and MOA of the Company. Will the ID be
held responsible?
a. Held responsible b. Yes, held c. Held responsible only if the d. None of the
based on the terms of primarily acts occurred within his above
appointment. responsible knowledge and his consent
or connivance.

94. Mr. Peter, director of NOCIL Ltd. absents himself for a period more than 12 months with notice. Hence

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Chapter 1 Directors: Appointment & Qualifications

the Company decides on appointing an Alternate Director. However, CS of the Company is of the
opinion that an Alternate Director cannot be appointed hence the position shall be filled in by a Casual
1.12
Vacancy Director. Is the contention of the CS correct?
a. Yes, a Casual vacancy b. No, since the c. Based on the d. Any of the
director needs to be director has given circumstances and the above
appointed. Since its over notice of absence an intention of Director to
12 mnths Alternate Director can return to his position, the
be appointed. same can be decided on a
case to case basis.

95. First Directors of a Company shall be appointed in the following manner:


1. based on manner provided in AOA
2. whose name is mentioned in the AOA
3. all subscribers to the MOA who are individuals shall be deemed to be directors
Which of the following is a correct sequence to follow in appointment of First Directors?
a. 2,1,3 b. 3,1,2 c. 1,2,3 d. 3,2,1

96. Rahi Ltd. intends to appoint Mr. Tahir as a director. After a few days they start considering appointing
Ms. Naina as a director. The Company appoints both of them by passing a singular GM-OR. Few
members who did not vote in the favour of them questioned their appointment. Is their contention
correct?
a. Contention b. Contention of c. Contention of the d. Contention of the
of the members is the members is correct members is correct as members is correct as
not correct as GM- as two or more two or more directors two or more directors
OR is validly directors can be should be appointed can be appointed by
passed. appointed by passing by passing only a GM- passing one GM-OR
only a GM-SR. UR. only after passing one
GM-UR to that effect.

97. Rahi Ltd. intends to appoint Mr. Tahir as a director. After a few days they start considering appointing
Ms. Naina as a director. The Company appoints both of them by passing a singular GM-OR. The
appointment of the directors or the acts conducted by them was not challenged by any member. Does
it make the appointment valid?
a. The appointment is b. The appointment c. The d. The appointment
invalid and until the default is is void and until appointment is and acts are valid
shown acts will be considered to the default is valid, as not until known to the
be valid. shown acts will be challenged. Company.
considered to be
valid.

98. Rahi Ltd., is a wholly owned Government Company, intends to appoint Mr. Tahir as a director. After a
few days they start considering appointing Ms. Naina as a director. The Company appoints both of
them by passing a singular GM-OR . Few members who did not vote in the favour of them questioned
their appointment. Is their contention correct?
a. Contention b. Contention of the members is c. Contention of the members d. None of
of the members is correct as two or more directors is correct as two or more the
not correct as GM- can be appointed by passing one directors should be above.
OR is validly passed. GM-OR only after passing one appointed by passing only a
GM-UR to that effect. GM-UR.

99. Swapna Ltd. wants to adopt the method of Proportional Representation for appointment of its
directors. Its seeks to know the minimum number of directors it shall appoint by this method. Advise.
a. 2/3rd directors b. 1/3rd directors c. Majority d. Minimum 2/3rd directors
directors

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Chapter 1 Directors: Appointment & Qualifications

100. Mr. Lucky was appointed by proportional representation in HUL Ltd in March 2015. Up till what date
1.13
can he hold the position?
a. Feb 2020 b. Feb 2025 c. Feb 2018 d. Until next AGM

101. Mr. Unfortunate was appointed by proportional representation in HUL Ltd in March 2015. However, he
met with an accident in Jan 2017 and there was a casual vacancy at his place. Who can fill the casual
vacancy position?
a. BOD shall appoint b. BOD shall appoint c. BOD shall d. Shall be appointed by
subject to approval at next subject to approval appoint subject to GM-OR.
AGM. at next GM. approval at next
AGM by GM-OR.

102. On adoption of sec 163 on Proportional Representation, which of the following sections shall not
apply?
a. Sec 160 b. Sec 152(6) c. Sec 152(7) d. All of the above

103. Mr. Genius has committed a crime involving moral turpitude and has been sentenced to imprisonment
in March 2015 for 7 years and 6 months. In the month of July 2020, he seeks to be appointed as
director in Prima Ltd. Can he be so appointed?
a. Yes, since b. No, since the c. No, since he is d. No, since he is sentenced
5 years has been offence involves sentenced to an to an imprisonment for a
lapsed from the moral turpitude he imprisonment for a period exceeding 7 years
date of becomes disqualified period exceeding 7 years he becomes disqualified
conviction. for a lifetime. he becomes disqualified until the end of
for a lifetime. imprisonment.

104. Mr. Lucky holds shares of XYZ Ltd. However, he has not paid any calls in respect of any shares of the
company held by him and five months have passed from the last day fixed for the payment of calls. Can
he be so appointed as director?
a. Can be appointed b. Can be c. Cannot be d. None of the above
as 12 months have not appointed as 6 months appointed as 3
lapsed from the call date. have not lapsed from months have
the call date. lapsed from the
call date.

105. Mr. Hardik is Director of KP Limited, who has not filed the company annual return pertaining to the
annual general meeting held in the calendar years 2016, 2017 and 2018. Is Mr. Hardik disqualified from
acting as director?
a. Disqualified b. Disqualified c. Shall continue in defaulting company d. None
from continuing as from being appointed until default is made good and of the
Director in KP Ltd. as Director in disqualified from being appointed as above
companies other Director in companies other than KP Ltd .
than KP Ltd for 5 for 5 years
years.

106. Mr. Great has committed a crime involving moral turpitude and has been sentenced to imprisonment
in March 2015 for 2 years and 6 months. In the month of July 2020, he seeks to be appointed as
director in Prima Ltd. Can he be so appointed?
a. Yes, since 5 b. No, since the c. Yes, since d. None of the
years has been lapsed offence involves moral imprisonment is for a above. 5 years
from the date of turpitude he becomes period less than 3 not elapsed from
conviction. disqualified for a lifetime. years. date of expiry of

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Chapter 1 Directors: Appointment & Qualifications

sentence
1.14
107. As per sec 160 notice to be appointed as a Director shall be submitted to a Company with the deposit
of ………
a. Rs. 10,000 b. Rs. 25,000 c. 50,000 d. Rs. 1,00,000

108. Which of the following companies’ limit of maximum 15 directors and their increase in limit by special
resolution is not applicable?
a. Government b. Sec 8 c. Both of the d. None of the above
Company Company above

109. Within what period shall DIR-12 be filed in case of a Specified IFSC Company?
a. 90 days. b. 15 days. c. 60 days d. 30 days.

110. Which form shall be filed for application of DIN?


a. DIR-1 b. DIR-3 c. DIR – 3A d. DIR - 2

111. What is the validity of an allotted DIN?


a. Lifetime b. 15 years c. 20 years d. Until qualified otherwise

112. Mr. Sumit has been allotted a DIN. What is his responsibility on allotment of such DIN?
a. Intimate Central b. Intimate company or all c. Intimate d. All of the
Government companies wherein he is a Registrar of above
director Companies

113. Who shall submit the particulars of the DIN and to whom?
a. DIN cell of the b. Central c. Director to Company d. None of the
Ministry to Registrar Government to and by Company to above
Registrar Registrar

114. Casual Vacancy Director appointed under sec 161(4) shall hold office up to
a. Next b. Period c. Date up to which director in whose d. Tenure for which he
AGM of 5 years place he is appointed would have has been appointed.
held office if it had not been
vacated

115. Mr. Ramesh committed an offence w.r.t. sec 188 on 1st Jan 2015 and was disqualified to act as a
Director. When can he be qualified to act as Director?
a. From Jan 2018 b. From Jan 2020 c. From Jan d. Disqualified for lifetime
2016

116. Loan Ltd. did not file its Annual Return for a continuous period of 3 years from 2014-15 to 2016-17. Mr.
D was appointed as a Director in 2017, will he be disqualified to act as a director?
a. Yes, since not filing Annual b. No, since c. No, he will continue to d. Yes, until
Return for a continuous period of he was appointed be qualified only for a the
3 years is a company level default after the period of 6 months from default is
u/s 164. defaulting periods. the date of made
appointment. good.

117. LMN Pvt. Ltd. seeks to provide additional disqualification criteria in its Articles of Association over and

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Chapter 1 Directors: Appointment & Qualifications

above those mentioned in Sec 164. Can it do so?


a. No, additional b. Yes, c. Yes, additional d. Yes, additional
1.15
disqualification criteria additional disqualification criteria disqualification criteria
can be provided. disqualification can be mentioned in the can be mentioned in
criteria can be AOA of a Private the AOA of a Private
mentioned in the Company on fulfillment Company
AOA of a of certain conditions.
Company

118. Mr. Great, director of NEXA Private Ltd. has committed a crime involving moral turpitude and has been
sentenced to imprisonment in March 2015 for 2 years and 6 months. When shall he vacate his office?
a. By April 2015 (30 days from b. Immediately c. By June d. None of the
conviction if no appeal made) 2015 above

119. Mr. Great, director of NEXA Private Ltd. has committed a crime involving moral turpitude and has been
sentenced to imprisonment in March 2015 for 2 years and 6 months. When shall he vacate his office if
he has filed an appeal within 30 days?
a. Within a month b. Within 3 c. Immediately d. None of the above
from the date of disposal months from the date
of appeal of disposal of appeal

120. Mr. Silver, director of Instruments Private Ltd. has committed a crime involving moral turpitude and
has been sentenced to imprisonment in March 2015 for 2 years and 6 months. When shall he vacate
his office if he has filed an appeal within 30 days?
a. Within 7 days from b. Within 3 c. Immediately d. None of the above
the date of disposal of months from the date
appeal of disposal of appeal

121. Mr. Gold director of Ornaments Private Ltd. has committed a crime involving moral turpitude and has
been sentenced to imprisonment in March 2015 for 2 years and 6 months. When shall he vacate his
office if he has filed a further appeal within 7 days?
a. Within 7 days from the date b. On disposal of c. Immediately d. None of the
of disposal of further appeal further appeal on above
conviction

122. Loan Ltd. did not file its Annual Return for a continuous period of 2 years from 2014-15 to 2015-
16. Mr. D, was appointed as a Director on nomination of CG in 2016, will he be disqualified to act
as a director?
a. Yes, since not filing b. No, since c. No, he will continue to d. None of the
Annual Return for a he was appointed be qualified only for a above appointed
continuous period of 3 after the period of 6 months from by the CG
years is a company level defaulting the date of nomination
default u/s 164. periods. appointment.

123. LMN Ltd. is Whole Owned Subsidiary of Government Company. The members of LMN Ltd. applied for
inspection of Register of Directors maintained u/s 170. Company seeks your advice.
a. Sec 171 gives the b. If the members ask c. Both d. Sec 171 is not applicable to
right to Members for for inspection of register in (a) Whole Owned Subsidiary
inspection of register. Business Hours the same is and of Government Company
permitted. (b)

124. Mr. Snehil, a director of LMN Ltd. assigned his office to his son when he went on a vacation abroad for
1 week. Is the act of the director valid?

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Chapter 1 Directors: Appointment & Qualifications

a. Yes b. No c. Allowed if approval from GM is d. None of the above


sought
1.16

125. Maximum no. of Public Companies in which a person can be Director:


a. 8 b. 10 c. 12 d. 20

126. Which of the following shall not be included in calculating Directorships:


a. Directorship of b. Alternate c. Casual Vacancy d. Additional
Dormant Company Directorships Directorships Directorships

127. Maximum no. of Directorships for all forms of Companies (excluding exceptions as per Act) shall be:
a. 10 b. 12 c. 18 d. 20

128. Private Company which is a Holding Company of Public Company shall be calculated as:
a. Public Company b. Private Company c. Not calculated at d. None of these
all

129. Private Company which is a Subsidiary Company of Public Company shall be calculated as:
a. Public Company b. Private Company c. Not calculated at d. None of these
all

130. A lesser no. of Maximum Directorships that a Director of its Company can have shall be notified by that
Company through:
a. GM-OR b. GM-SR c. BM-OR d. BM-SR

131. For every day of default, the Director holding more than the Statutory Maximum number of
Directorships shall be liable to pay:
a. 1000 b. 5000 c. 10000 d. 15000

132. Director who exceeds the maximum number of Directorships shall notify his wish to continue as
Director to:
a. Co. in which he wishes to continue b. Registrar c. Both d. Tribunal/CG

133. Director resignation from excess Directorships shall be valid w.e.f:


a. Dispatch thereof b. Receipt thereof c. On Co’s d. Latest of a. b. & c.
by Co. confirmation

134. Director who makes undue gain or involves in a situation with conflict of interest or takes action
without reasonable and due care or without exercise of proper judgement or diligence shall be
punishable with:
a. Fine : 1-5 Lakh b. Fine : 2-5 Lakh c. Fine : 5-10 Lakh d. Fine : upto 20
Lakh

135. Will the Director who makes undue gain in the aforesaid case have other liabilities apart from fine:
a. Yes, shall be b. Yes, shall be c. Yes, shall be required d. None of these
required to pay amount required to pay amount to pay amount equal
equal to gain made to equal to twice the gain to thrice the gain
Company made to Company made to Company

136. Directorships which the Director shall leave in case the Maximum No of Directorships is exceeded shall
be :

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Chapter 1 Directors: Appointment & Qualifications

a. Intimated by b. He/ She himself c. Company may d. Intimated by CG


Registrar to him shall decide pass resolution
1.17
telling Director

137. A Director who fails to attend all Board Meetings for a period of 12 months without leave of absence
shall be:
a. Disqualified u/s b. Vacate Office u/s c. Shall not be d. All of these
164 167 eligible for re-
appointment

138. A Director who fails to attend all Board Meetings for a period of 12 months with leave of absence shall
be:
a. Disqualified u/s b. Vacate Office u/s c. Shall not be d. All of these
164 167 eligible for re-
appointment

139. Contravention of sec 184 by Director shall result in:


a. Disqualified u/s 164 b. Vacate c. Shall not be eligible for re- d. All of
Office u/s 167 appointment these

140. A Director who is removed from office u/s 169 shall:


a. Disqualified u/s b. Vacate Office u/s c. Shall not be d. All of these
164 167 eligible for re-
appointment

141. If the Director is holding such Directorship by virtue of his employment at certain position in the
Company or its Holding or Subsidiary etc: then if that position is lost , the Director shall :
a. Disqualified u/s b. Vacate Office u/s c. Shall not be d. All of these
164 167 eligible for re-
appointment

142. A person who knowingly functions as a Director after vacation from the Directorship u/s 169 shall be
punishable with:
a. Imprisonment: 1 year b. Imprisonment c. Imprisonment: d. Imprisonment: 1 year
Or Fine: 1 to 5 Lakh :2 year 6 mts Or Fine: 5 to 10 Lakh
Or Both Or Fine: 5 to 10 Lakh Or Fine: upto 1 Or Both
Or Both Lakh
Or Both

143. Where all Directors of a Company vacated office due to order of Tribunal /Court disqualifying them,
the Directors shall be appointed by:
a. Promoters b. CG c. First a. then b. d. First b. then a.

144. What shall be the tenure of office of the aforementioned Director(s):


a. CG b. Next AGM where c. Next GM where new d. Upto next GM whether
determined new Directors shall Directors shall be or not appointments
tenure be appointed appointed are made thereat

145. Private company may:


a. Provide additional grounds b. Cancel grounds for c. Increase the threshold of d. None
for Vacation other than Vacation mentioned imprisonment period
mentioned u/s 167 u/s 167 attracting vacation from

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Chapter 1 Directors: Appointment & Qualifications

>6 months to >12months


1.18
146. Mr. Snail, a director of LMN Ltd. assigned his office to his son when he went on a vacation abroad for 1
week. Is the act of the director valid? What repercussions will he face?
a. No, Fine Rs. b. Yes, valid c. No, Fine Rs. 1 Lac – Rs. 5 d. None of the
10,000 – Rs. 50,000. Lac. above

147. A Director can resign :


a. In Writing b. Orally c. By absenting from d. Only a. and b.
BM

148. The BOD shall have following duty on receipt of resignation of Director:
a. Intimate registrar and b. Fact of such resignation to be laid at c. Both d. None
post on website immediately following GM in Directors’ Report

149. Is it incumbent upon the Director to report to Registrar on resigning from Directorship?
a. Yes, mandatorily b. No, he may do so c. Yes, only if the d. None of these
under Companies Act, but not necessarily Company has
2013 required to failed to report
the same

150. Form for intimation to be used by the Company to notify Registrar of resignation of Director:
a. DIR-1 b. DIR-2 c. DIR-11 d. DIR-12

151. Form for intimation to be used by the Director to notify Registrar of resignation of Director:
a. DIR-1 b. DIR-2 c. DIR-11 d. DIR-12

152. Period within which the Company shall inform Registrar about Directors resignation :
a. 7 days from date b. 14 days from c. 30 days from date d. 45 days from date
of notice of resignation date of notice of of notice of of notice of
resignation resignation resignation

153. Period within which the Director may inform Registrar about his/her resignation :
a. 7 days from date b. 14 days from c. 30 days from date d. 45 days from date
of resignation date of resignation of resignation of resignation

154. Documents to be submitted to Registrar by Director when intimating of his/her resignation:


a. Copy of b. Reasons for c. Form prescribed d. All of these
Resignation resignation

155. Type of resolution required to remove Director ( other than exceptional cases) :
a. GM-OR b. GM-SR c. BM-OR d. BM-SR

156. Which of the following Directors shall not be removed by virtue of a GM-OR:
a. Director appointed by b. Directors appointed by c. Independent Director d. All of
Tribunal u/s 242 Proportional Representation reappointed for 2nd thes
u/s 163 term u/s 149(10) e

157. Which resolution shall be passed for removal of Independent Director reappointed for 2nd term u/s
149(10)
a. GM-OR b. GM-SR c. BM-OR d. BM-SR

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Chapter 1 Directors: Appointment & Qualifications

158. Tenure of office of a Director appointed to fill vacancy of a removed Director shall be:
1.19
a. Upto next b. Upto c. Upto the end of predecessors d. As per Registrar
GM next AGM tenure order

159. Which notice shall be given to convene meeting to transact business of removal of Director u/s 169:
a. Ordinary Notice b. Special Notice c. First a. then b. d. First b. then a.

160. Which notice shall be given to transact business to appoint a Director in place of a removed Director
u/s 169 :
a. Ordinary Notice b. Special Notice c. First a. then b. d. First b. then a.

161. Can a removed Directors vacancy be filled at the same meeting wherein the removal took place?
a. Yes, if b. Yes, in ordinary c. Yes, but Special Notice is d. No, power rests
Special Notice course of business required only for removal with CG/Tribunal
was given without any special not filling vacancy thereby
notice made

162. Vacancy created by removal of Director, if not filled by the Company may be filled by?
a. BM as Casual b. CG c. Registrar d. Company at a compulsorily re-convened
Vacancy meeting

163. Particulars of Directors & KMP and their shareholding shall be filled with Registrar:
a. 30 days from appointment of b. 30 days of change c. Both d. Both, but within
Director & KMP made therein 60 days not 30.

164. Particulars of Directors & KMP and their shareholding shall be filled with Registrar in Form:
a. DIR-11 b. DIR-12 c. DIR-13 d. DIR-14

165. Mr. Mukesh, a director of LMN Ltd. assigned his office to his son when he went on a vacation abroad
for 1 week. Is the act of the director valid? What repercussions will he face?
a. No, Fine Rs. 10,000 – Rs. b. Yes, valid c. No, Fine Rs. 1 Lac d. None of the above
50,000. – Rs. 5 Lac.

Answers

Q. Option No. / Reason


No.
1. d ( Only Individuals can be Directors, ‘Person’ does not mean individual)
2. C
3. C
4. C
5. C
6. C
7. d (Maximum limit of directors can be extended by passing GM-SR (Exemption to Government
Companies i.e. GM-OR is sufficient.)
8. C
9. D
10. d ( as question asks the latest that the appointment can be made i.e. NOT ATER THAN)
11. c (AMENDMENT: from ‘previous calendar year’ to ‘current financial year’)

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Chapter 1 Directors: Appointment & Qualifications

12. b ( Law does not have a specific requirement, whatever provisions to modify AOA are required are applied,
Law states type of resolution to raise the Maximum lmit)
1.20 13. D
14. B
15. A
16. B
17. A
18. A
19. D
20. B
21. C
22. D
23. B
24. C
25. B
26. B
27. D
28. D
29. D
30. D
31. B
32. B
33. B
34. a
(Has or had no pecuniary relation (other than remuneration) > 10% of his total income or amount
prescribed by CG with the Company or its Holding, Subsidiary, Associate Co., promoter or director
during the 2 immediately preceding FYs or during Current Financial Year (CFY))
35. B
36. a ( exceeds 10 %)
37. b ( Guarantee given to Holding Co’s Director)
38. a ( Guarantee to subsidiary Co’s Director)
39. b (Guarantee to Holding Co’s Director within FY 16-17 i.e. within 2 IPFY of CY 18-19)
40. b (Guarantee to Promoter irrespective of Holding Co or Subsidiary, within FY 16-17 i.e. within 2 IPFY of
CY 18-19)
41. b (himself or through relatives holds more than 2 % of total voting rights)
42. d
43. D
44. C
45. c (as KLM Ltd. the appointees are not Listed)
46. d. (u/s149(6)(iv))
47. d. (u/s149(6)(iv))
48. A
49. B
50. B
51. D
52. C
53. c (Max 2 such positions can be held)
54. c (Max 2 such positions can be held, also such position(SSD) cant be held in competing business)
55. D
56. B
57. D
58. E
59. D
60. C

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Chapter 1 Directors: Appointment & Qualifications

61. D
62. C
1.21
63. B
64. B
65. a ( SSD, Additional Director not to be calculated, of the remaining 6, 2/3rd is rotational i.e.4)
66. B
67. C
68. B
69. C
70. C
71. B
72. D
73. A
74. B
75. D
76. A
77. B
78. B
79. B
80. B
81. D
82. C
83. D
84. B
85. D
86. A
87. B
88. C
89. D
90. b (To be appointed as Independent Director: one who neither himself nor any of his relatives is a CEO or
Director (including deemed director) of any Sec 8 Co. that receives 25% or more of its receipts from the
co., any of its promoters, directors or its holding, subsidiary or associate co. or that holds 2% or more of
the total voting power of the co.)
91. D
92. D
93. C
94. A
95. A
96. D
97. B
98. d. Wholly owned Govt. Co is not covered
99. D
100. C
101. C
102. D
103. C
104. B
105. C
106. D
107. D
108. C
109. C
110. B
111. A

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Chapter 1 Directors: Appointment & Qualifications

112. B
113. C
1.22
114. C
115. B
116. B
117. C
118. A
119. D
120. A
121. B
122. D
123. D
124. b (As per sec 166 any director shall not assign his office. Any such assignment shall be void.)
125. B
126. A
127. D
128. A
129. A
130. B
131. B
132. C
133. A
134. A
135. A
136. B
137. B
138. B
139. B
140. B
141. B
142. A
143. C
144. C
145. A
146. C
147. A
148. C
149. B
150. D
151. C
152. C
153. C
154. D
155. A
156. D
157. B
158. C
159. b
160. b
161. a
162. a
163. c
164. d
165. c

© CA Darshan D. Khare
Chapter 1 Directors: Appointment & Qualifications

1.23

© CA Darshan D. Khare

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