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IMPORTANT QUESTION BY SHANTANU &

TANYA ACADEMY
COMPANY LAW IMPORTANT QUESTIONS FOR
DECEMBER 2021
(The Views Expressed are Personal and in no way Guarantee the Question Pattern and the
author takes no responsibility of any coincidence whatsoever-JUST AN small initiative for
Shantanu & Tanya Academy)

1. List the disclosures to be made with the board’s report under the Companies Act, 2013 under
section 134 of the Act? & also Explain Private Placement Of Shares & Conditions for Issue of
Sweat Equity Shares.

2. Write Note on Disqualifications of Auditor & mandatory rotation of auditors. & Define
Prospectus and its types & Explain Offer for Sale?

3. Zesus Ltd. is a company incorporated under the Companies Act, 2013. The paid-up share capital
of the company is held as under :
 Government of India= 30%
 Government of West Bengal= 10%
 Government of Bihar= 5%
 Government of Jharkhand= 5%
Explaining the provisions of the Companies Act, 2013, state whether the said company be called
a ‘Government company’?

4. State the consequences in following case giving reasons for your answers:

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a) A Private Company has 210 members in total of which ten are the employees of the
company. Five of these employees leave the employment of the company.

5. Explain the term ‘preferential offer’ & also Pre-emptive Right of Shareholder. What is
Crystallisation of Floating Charge.
6. Issuance of duplicate share certificate can be delegated to the committee. Comment. & also
Explain corporate veil

7. While adopting accounts for the year, the Board of directors of Prima Ltd. decided to consider
the interim dividend @ 12% as final dividend and did not consider transfer of profit to reserves.
Explain whether decisions of the Board were justified referring to relevant provisions.

8. Explain the provisions of Transmission of Securities in case of :

(a) Joint Holdings
(b) Shares to Widows

9. What are the consequences in case a company defaults in transferring the unpaid/unclaimed
dividend amount to the Unpaid Dividend Account?

10. Can a Company Secretary sign Board Minutes? Can Minutes of the meeting be altered after
signing of Minutes? For what period Minutes of the General meeting should be preserved by the
Company?

11. The concept of treasury shares in United Kingdom is same as buy-back of shares in India.
Examine. & also Who can offer Valuation services under the Companies Act, 2013 and the
Insolvency and Bankruptcy Code, 2016?

12. Amount lying in the securities premium account belongs to the shareholders and can be used
freely for their benefit. Also Comment: Reduction of share capital and Diminution of share
capital mean the same.

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13. Which companies are exempt from the provisions with regard to loans and investments by
companies? & also How can forfeited shares be Re-issued. Enumerate the steps for transfer of
dematerialised shares.

14. What are the following cases which amount to reduction of share capital and where no
confirmation by the Tribunal is necessary. & also Can a contributory file a petition for winding up
of the company ? Discuss.

15. The Articles of Association of a company cannot impose a blanket ban prohibiting transfer of
shares in favour of a minor. Such a restriction is unreasonable and not sustainable. & also
Explain the Procedure of Acceptance of Deposits from Members.

16. Assistant Company Secretary of JKL Ltd. has made excess payment of ` 1 lakh to MCA for filing of
E-forms. What is the procedure of refund of MCA-21 fees ?

17. An unregistered charge shall be void against the liquidator and other creditors of the company.
& also When can Voluntary Revision Of Financial Statements Or Board’s Report can be done?

18. What is the meaning and procedure for declaration of significant beneficial ownership? What
are the obligations of Company upon receipt of declaration of significant beneficial ownership?
19. Dealing with dividend is the prerogative of Board of directors. However, there are certain
parameters included in dividend distribution policy of a company, Explain. & also What types of
companies can be formed in Singapore as per the Singapore Companies Act ?

20. Discuss the appointment of auditor other than retiring auditor by special notice. What is the
procedure to report frauds?

21. DEF Traders Ltd. is incorporated as a small company. State with reference to the relevant legal
provisions whether it is required to set up a Corporate Social Responsibility Committee ?

22. What is the Sources & Conditions for issue of Bonus Shares? Procedure to issue and redemption
of Preference Shares & also Objective of national financial reporting authority (nfra). What is
ICSI – RVO?

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23. Discuss the Appointment of Cost Auditor and Applicability for Cost Audit. & also Which
Companies are required to Constitute Audit Committee, Nomination Remuneration Committee
and Stakeholder Relationship Committee? When is Insurance Premium not part of
Remuneration.

24. Every company is required to get pre-scrutiny and pre-certification of e-forms by a practising
professional before filing with the Registrar of Companies (ROC). Is this true ? Explain the
relevant legal provisions.

25. The Board of Directors of Zebra Ltd wants to enter into certain supply and service agreements
with some of their related parties and would like to understand the compliance requirement
based on the threshold limits fixed by the Act. Prepare a comprehensive note in this regard?

26. State the procedure to be adopted by the company for satisfaction of a registered charge. &
Explain XBRL tags, XBRL taxonomies, Benefits Of XBRL.

27. Who will appoint Secretarial Auditor of the company : Board of Directors or Shareholders ?
What is the duty of Board of Directors towards secretarial auditor and audit report ?

28. Examine the validity of the following statements :

 ‘Every listed public company must have an independent woman director.’
 ‘Every listed public company must have a small shareholders’ director.’

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29. If a CSR project was planned for a certain amount to be executed during specified period by the
Board and the CSR project is completed before the prescribed time with funds remaining
untilised. In such case, is the Board free to use the unutilised amount in other project or it has to
transfer the same to fund specified in Schedule VII after 3 years or completion of the project?

30. On 5th January, 2018 in a general meeting a motion for removal of a director was put to vote.
The Chairman declared the motion passed as ordinary resolution by show of hands. In the next
general meeting held on 28th September, 2018, a member questioned the validity of the said
resolution which was declared as passed by the Chairman alleging that majority votes were
against the motion and asked the chairman to disclose number of votes cast in favour of and
against the said resolution. Referring to the provisions of the Companies Act, 2013 discuss if the
demand of member is tenable.

31. Enumerate the difficulties encountered in holding virtual meetings of Members. What do you
understand by the term ‘secured computer system’ in the context of virtual board meetings ?
Can all matters required to be approved by meeting of Board of Directors be approved by video
conferencing ?

32. Approval of the Audit Committee to a related party transaction can be granted by passing a
circular resolution. Discuss. & also Explain Directors’ Responsibility Statement?

33. Draft the board resolution to appoint Company Secretary under the Companies Act, 2013. Draft
an appropriate resolution to appoint a Managing Director under the Companies Act, 2013. Draft
‘‘A specimen of deed of Assignment of shares of a company’’.

34. The Board of Directors of Panja limited had five directors. One of them died and the board
appointed Rajat in his place to fill –up the casual vacancy. However, Rajat resigned from the
board after two months of his appointment. The Board wishes to appoint Bhagat in place of
Rajat to fill-up the casual vacancy. As a Company Secretary of that company, what would you
advice to the board and why?

35. Does every willing and eligible independent director needs to pass online proficiency test? What
are the exceptions? & Discuss the concept of Voting through Postal Ballot?

36. Can the KMP of Holding Co. be appointed in only one subsidiary or in all subsidiaries of holding
company at the same time?

37. Can a company by passing SR and as per the requirements of Schedule V read with the Rules
provide remuneration without any ceiling limit and without CG approval?

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38. State the Right of persons other than retiring directors to stand for directorship. & also Explain
Some exceptions to the general rule which permit a Meeting to be constituted of only one
Member.

39. Himmat Ltd. has a paid-up capital of ` 50,00,000 dividend into ` 5,00,000 shares of ` 10/- each.
Special notice of intimation to move a resolution to remove Rajesh & Co., statutory auditor,
before the expiry of their term and appointing Ritaban & Co. in their place has been given to the
company by a shareholder holding 5,023 shares. In the above context, give your suggestion to
Himmat Ltd. & also Discuss the concept of Demand For Poll.

40. Who can appoint a proxy? & what is the Restriction & Time limit for deposit of proxy forms?

41. Dim Dim Ltd. was incorportated on 31st December, 2019. An advisor to the company has
suggested that since the Articles of Association (AOA) does not contain provisions relating to
appointment of first directors, company can function without the directors until AOA is
amended. Do you agree with the suggestion given by the advisor ? Can Dim Dim Ltd. appoint a
director who has just stayed for a period of 120 days in India during financial year 2019-20 ?

42. You are a company secretary in a company. The Board of Directors want to know the details that
should be entered in the Register of Renewed and Duplicate share certificates and the period for
which such register should be maintained. Clarify the Board in this regard.

43. Warner Ltd. is an Indian company with a net profit of ` 4, 7, 6 and 7 crores respectively in the
last four years. Net profit for each of last four years included a dividend of ` 1 crore received
from WB Ltd. which is an Indian company. Discuss whether Warner Ltd. is required to spend on
CSR activities? If yes, how much it should spend ? If no, state the reasons for it.

44. Discuss the Composition of the Nomination and Remuneration Committee under Regulation 19
of the SEBI(LODR) Regulations, 2015. & also Explain Vigil Mechanism.

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45. Aarav Ltd. (a listed company) is having an audit committee consisting of six directors and the
Board of Directors of the Company consists of eight directors of which three are independent
directors. As a Practising company secretary, clarify whether Aarav Ltd. has complied with the
requirement of appointment of independent directors with regard to Audit Committee?

46. Briefly discuss the benefits of constituting Multidisciplinary firms. & also Write short notes on :
Managing MDF .

47. Difference between Sole Proprietor form of practice and mega firm. & also Explain What are the
functions of Secretarial Standards Board? What is the need and scope of Secretarial Standard?

48. What are the Consequences of Non-Compliance of ICSI (Guidelines For Advertisement By
Company Secretaries), 2020 & also What is the Disciplinary Mechanism in case of misconduct of
clause 5 of Part I of First Schedule of Company Secretaries Act, 1980?

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