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TEST PAPER-1- Advance Test Paper - Company Law.. CS Executive Old Syllabus

COM.LAW ((1)INTROD., (2)TYPES OF COMPANY ,(3) promotion & inco. Of com. & (4) MOA & AOA ( 5 )Contracts
And Conversion ( 6 ) Concept of Capital & Fin. of Com )

Time allowed : 3 hours Maximum marks : 100

Total number of question : 7 Total number of pages :

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5. Students Shall Use blue or black ball point pen for writing their answers.

6. Students Shall Write their answers in neat and Clear handwriting and shall not leave blank page(s) or Space(s)
in between.

7. Marks will be deducted for bad and illegible handwriting.

8. Students Shall start answer to each question from a fresh page and all sub-questions are required to be
attempted consecutively.

9. Before Starting answer to a new question, students shall indicate Question no./Sub-Question no.

10. Answers sheet accepted only PDF Format

1. (a) Razz Ltd. Was Formed as a joint venture by ABC Ltd. And XYZ Ltd. The company have lot
experience in Manufacturing business but the tender submitted by the Razz Ltd. Was Rejected on the
ground that company had nothing on record to show that it had the Manufacturing Experience
required to be possessed to qualify for tender. Comments

(b) Mr. Rohit is a promoter of ABC Ltd. & he is neither an agent nor a trustee of the company, but he
occupies a fiduciary position in relation to the company.Comments

(5 Marks Each)

2.Distinguish between the following:

(a) Public Company & Private Company.

(b) Company & HUF

(c) MOA & AOA

(d) Bonus share & Right share.

(4 Marks Each)

3.(a) What is the meaning of Eligible company for the purpose of Chapter V of the Companies Act,
2013.

(b) Who may apply the securities premium account.

(c) A company refuses to register transfer of shares made by Mr. X to Mr. Y. The company does not
even send a notice of refusal to Mr. X. or Mr. Y respectively within the prescribed period. Has the
aggrieved party any right(s) against the company for such refusal? Advise as per the provisions of the
Companies Act, 2013.

(d) Examine the validity of the following statement referring to the provisions of the Companies Act,
2013 and/or Rules:
“The Articles of Association of PAYAL Ltd. contained a provision that upto 4% of issue price of’ the
shares may be paid as underwriting commission to the underwriters. The Board of Directors of PAYAL
Ltd. decided to pay 5% underwriting commission.

(4 Marks Each)

4.(a) The Memorandum of Association of a company was signed by two adult members and by a
guardian of the other five minor members, the guardian signing separately for each minor member.
The Registrar registered the company and issued under his hand a Certificate of Incorporation. The
plaintiff contended that (a) conditions of registration were not duly complied with, and (b) that there
were no seven subscribers to the Memorandum. Will the Court uphold his contention?

(b) Razz Limited, with a limited liability of its members by guarantee of ₹ 10 lac to each member. The
company increases the liability of the members from ₹ 10 lac to 15 lac by an alteration made in the
liability clause of the Memorandum of Association. Referring to the provisions of the Companies Act,
2013 decide, whether the members of the company are liable for the increased liability.

(c) Sharma & Malhotra Two Joint Hindu Families carry on a business as joint owners. Sharma Family
consists of 3 brothers and their respective sons being in 12 number. Malhotra Family consists of the
father , 4 Major sons , & 2 Minor sons. Is the association illegal as per the provisions of companies
Act,2013?

(d) Rakesh is a creditor of an unlimited company. The company was wound up. Rakesh, therefore,
wants to sue the members of the company to recover the dues. As a you are company secretary
Advice to the Rakesh regarding the remedy available to him.

(5 Marks Each)

5. (a) “separate personality of a company is a special privilege. In case of dishonest or fraudulent use
of this privilege, corporate veil can be lifted. Discuss.

(b) Mr. A is a promoter of ABC Ltd , As a you are a company secretary of ABC Ltd.Tell Mr A’s Duties.
 (c) ABC pvt. Ltd. Is a private limited company as per the articles of association of the company.
However , a public company acquired shares in ABC pvt. Ltd. Thereby making the company, ABC pvt.
Ltd. , a subsidiary of that public company. State the impact of such acquisition of shares by a public
company on ABC pvt. Ltd.

(d) Razz , the promoters of Desire Ltd., has Incurred ₹ 1,20,000 for formation of the company. The
Company Refuses to pay all the expenses so incurred by Razz since the company does not have any
provision in the articles of Association for such payment. Advice Razz regarding the remedy available
to him for his claim.

(4 Marks Each)

6.(a) Explain the procedure for conversion of private company into OPC.

(b) Can a public company give a loan or any financial assistance for the purpose of
purchase of its shares to any person?

(c) Board of Directors Of Razz Ltd. , Incorporated under Companies act, 2013 decides to convert the
company into One person company (OPC). As you are the Company secretary of Razz Ltd.required to
the Explain the procedure as provided under the companies Act, 2013 to be Followed in this regard.

(d) The option to participate in ESOP/ESPS is not open for all employees of the company. Comments

(4 Marks Each)

7.(a) Explain the Doctrine of constructive notice.

(b) Razz Ltd. was incorporated on 15th March, 2015. A company with identical name and
similar objects was incorporated on 5th August, 2016. On account of similarity of name,
Razz Ltd. i.e. the company which was previously registered, filed a petition on 15th April,
2017 with the Central Government seeking issue of direction for change of name by the
later company so that its business interest is protected. On 16th August, 2017, the Central
Government sent an order to the later company to change its name. Examine the aforesaid
case and the validity of the order of the Central Government.
(c) Define the term ‘Memorandum’ as per the Companies Act, 2013.

(2 Marks Each)

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