i SYMBIOSIS INTERNATIONAL UNIVERSITY (Established under section 3 ef the UGC Aci 1956 ) Re-acoredited by NAAC with’A° Grade seat prrvere institute: __(0102)SYMBIOSIS LAW SCHOOL, NOIDA Programme: (010223 & 010224) BA LL.B & BBA LL.B Batch: 2012-17,2013-18,2014-19 Semester: Vi Course: Company Law Il Course Code: 0102230603/609/01022406031609 Date: 08/05/2017 ‘Maximum Marks: 60 Day: Monday ‘Tine: 10:00 am - 12:30 pm Part- I (Objective Type Questions) 1) All questions are compulsory. 2) Each question carries two marks (Total 20 Marks) Q.1. A director appointed by the Board to hold the office until the conclusion of next annuel general meeting is known as 3 a) Additional director b) Alternate director ©) Nominee director d) Director retiring by rotation Q.2. The majority required in a shareholders’ meeting to approve a scheme of arrangement is simple majority of shareholders holding at least a) 3/4" in value of the shares b) 2/3” in value of the shares ) 9/10" in value of the shares d) 50% in the value of the shares Q.3. Every listed public company shall appoint one Woman Direetor as per the provisions ws 149 of the Companies Act, 2013. How much paid up share capital or turnover is required for the same? 4) Paid up share capital of Rs. 100 crores or more or tumover of Rs. 300 erore or more b) Paid up share capital of Rs. 300 crores or more or tumover of Rs. 100 crore or moze ©) Paid up share capital of Rs. 200 crores or more or tumover of Rs. 300 crore or more 4) Paid up share capital of Rs. 300 crores or more or tumover of Rs, 300 erore or more Q.4. A compulsory winding-up order can only be made on a number of specified grounds. The majority of such orders are made on the basis of which ground? a) Where the company has resolved, by special resolution, to compulsorily wind up the company. b) Where the company is an ‘old public company’.¢) The company is unable to pay its debts. dd) Where the company does not commence business within a year from its incorporation, QS. A Co. Ltd. and B Co. Ltd, go into liquidation and a new company C Co, Lid. is formed. It is acase of a) Amalgamation b) Acquisition ¢) External Reconstruction d) Absorption Q.6. If any director of a company obtains more than one DIN in contravention of the provisions of s Qu. section 155 such director of the campany shall be punishable with 4) imprisonment fora term which may extend to six months or with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred nupecs for every day after the first during which the contravention continues. 1b) imprisonment fora term which may extend to 12 months and with fine which may extend to sixty thousand rupees and where the contravention is a contimting one, with a further fine which may extend to five hundred rupees for every day after the first during which the contravention continues. ©) imprisonment for a term which may extend to six months and with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with 2 further fine which may extend to one thousand rupees for every day after the first during which the contravention continues. 4) fine which may extend to one lakh rupees and where the contravention is @ continuing one, with a further fine which may extend to five hundred rupees for every day afler the first during which the contravention continues. - Who can apply fora relief against oppression under section 241 before the tribunal? ‘A. in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one-tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares B. in the case of a company not having a share capital, not less than one-fifth of the total number of its members. ‘Choose the correct option: aya b) B ce) A&B d) None of the above Q.8. SEBI is considered as the watch dog of the capital market, which f the following function/s are performed by SEBI? 1. registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchantbankers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with securities markets in any manner 2. registering and regulating the working of the depositories. participants, custodians of securities, foreign institutional investors, credit rating agencies and such other intermediaries as the Board may, by notification, specify in this behal? 3. registering and regulating the working of venture capital funds and collective investment schemes, including mutual funds 4. by general or special orders prohibit any company from issuing prospectus, any offer document, or advertisement soliciting money from the public for the issue of securities Choose the correct option: a) 1,2&4 b) 1&4 ) 1,2,344 d) 2,3&4 Civil consequence for insider trading under section 15G of the SEBI Act, 1992, shall attract ) a penelty which shall not be less than ten lakh rupees but which may extend to twenty: five crore rupees or three times the amount of profits made out of insider trading, whichever is higher. 1b) a penalty which shall not exceed ten lakh rupees or three times the amount of profits made out of insider trading, whichever is less. ) @ penalty which shall not be less than fifteen lakh rupees but which may extend to five crore rupees or twice the amount of profits made out of insider trading, whichever is higher, d) a penalty which shall not be less than twenty lakh rupees but which may extend to twenty crore rupees or five times the amount of profits made out of insider trading, whichever is higher, Q.10. According to the Companies Act, 2013, when can a shareholder be considered as a contributory for the purpose of filing a petition for winding up before the tribunal?” 8) which were either originally allotted to him or have been held by him, and registered irr his name, for at least six months b) which were cither originally allotted to him or have been held by him, and registered in his name, for at least cighteen months immediately before the commencement of the winding up ©) which were either originally allotted to him or have been held by him, and registered in his name, for at least six months during the eighteen months immediately before the commencement of the winding up 4) which were either originally allotted to him or have been held by him, for at least six months during the eighteen months immediately before the commencement of the winding upPart-II (Subjective Type Questions) Instruetions: 1) All questions are compulsory. 2) Each question carries 10 marks (Total 40 Marks) Qu, Examine the position of dircetors of a company as its trustee, agent and employee According to you, what is the true relationship between the company and its directors? OR Q.1. Asswin Lid, is a public limited company, incorporated under the Companies Act, 1956. The Board of directors of the said company has recently decided to insert an article in its articles of association relating to expulsion of a member by the Board of directors of the company where the directors were of the view that the activities or conduct of such a member was detrimental 10 the interests of the company. Is the Bosrd’s decision valid in the eye of law? Q.2. Briefly state the ‘rule of majority” and its exception, OR Q.2. Directors of a railway company obtained a contract in their own names. The contract was obtained under the circumstances which amounted to breach of trust by the directors. By their votes as holders of three-fourth of the shares, they induced the company to pass a resolution declaring that it has no interest in the contract. Can minority shareholders hold the directors liable to account for the profit made on the contract? Q.3. ABC Co. Ltd. is a prosperous company, while XYZ Co. Ltd. is a losing concem due to the lack of finance. XYZ Co. Ltd. feels that if ABC Co. Ltd. can be merged together or if the businesses of the XYZ Co. Ltd. could taken over by the ABC Co. Ltd, the said business ean run profitably. Describe the various formalities which must be fulfilled in the case of both the companies, for each of the available alternative schemes, under the Companies Act, 2013 OR Q.3. A company was incorporated for the purpose of manufacturing coffee from dates under 2 patent, which was to be granted by the Indian Patent Office. The company was also to obtain other Patents of similar kind. The patent manufacturing coffee was subsequently rejected by the Indian Patent Office. The Company purchased a Swedish patent and started manufacturing and selling coffee from dates. Can petition be presented for a winding up order against the said company? Discuss with proper case study and provisions (if any) in the light of the Companies Act, 2013, Q.4. Discuss in length the powers and functions of the Securities Exchange and Board of India as enshrined in the SEBI Act, 1992. OR Q.4. There is no uniform or consistent definition of ‘insider’ among the securities regulatory authorities of the world’s major financial economies. An insider (in context of insider trading in securities) is anyone who has privileged access to material price sensitive non-public information of the company due to some special relationship, and could be the director, corporate executive, lawyer, banker, accountant ora major shareholder.Traditionally, criminal law required the existence of mens rea for a person to be convicted of an offense. The mens rea requirement of the criminal law embodies the fundamental principle that punishment requires personal fault. In order to retain the confidence of the investors, India have an effective penal provisions at par with the securities market of developed economies and centred around the preponderance of criminal intent to protect innocent traders from being victimized, In the light of the above paragraph, discuss whether mens rea is a ‘sine qua non’ in Insider ‘Trading under the existing Indian legal regime