-

Subiect: Company Law (Short N otes) 2011- 2021(11..21)

s. Topic 1 2 3 4 5 6 7 8' 9 \l:J 21

] ( 11) Doctri11e of Ultra Vires --- s - - - s ·_ - - - -

2 Promoters s s - - - - - - - -
3 - Bd Private Co & Public Co s ·- - - - - - - -
4 Debenture s s - - - - - - s -
5 Adv. Oflncorporation ofa public Ltd s - - - - - - - - -
Co
6 Quorum for the Board Meeting s - - - - s - - - -
7 Official Liquidator s - - - s - - - - -
8 Prospectus s - - - - - ,Ss - -
9 Statutory s - - s - - - - - s
10(12) Government Companies - s - - - - - - - -
11 Share Certificate - s - - - - - - - -
12 Line of shares - s - - - - - - - -
13 Remuneration of Directors - s - - - - - - -, -
14 Dividend - s - - - s
s - - ;

15 Defunct Companies - s - - - -
- - s -
16 Pre-Incorporation Contracts - s - - - -
- - - -
17(13) Constructive Notice - - s - -
-.· - -
•• '
s s
18 Bonus Shares - - s - s -
- - - -
19 National Companv Law Tribunal - - s - -
- -, - -
20 Perpetual Succession - - s - - -
- - - -
21 Holding Company - - s - - -
- - I
s -
22 Ir~ _estigations - - s - - -
- - - -
23 Statement in lieu of Prospectus - - s - s - - - - -
24 Is company a citizen? - - s - - - - - - -
25 Floating Charge - - s - s - - - s -
26(14) ivlisstatement in prospectus - - - s - - - - - -
27 Shifiing the registered office of Public - - - s - - - - - -
LidCo
28 Theories of corporate Personality - - - s - - - - - -
29 Kinds of Share - - - s - - - - - -
30 Position of Auditors in Public Ltd Co - - - s - - - - - - '

31 Voting Rights - - - s - - - - - -
32 Unregistered Company - - - s - - - - - -
33(15) Registrar of Companies - - - - s - - - - -
34 Red Herring Prospectus - - - - s - -, - - -
- - - - s - - - - -
35
36
,_ ____ Doctrine of Constructive Notice
Liliing Corporate Veil - - - - s - a - - -
37 ; Statutory Books - - - - s - - - - -
38(ih) \ I1~0 cpendent Director - - - - - s - - - -
39 i Striking ·off the name of a company - I - - - - s - - - -
I

40 L ~0~;ks of Account -1- - - - s - - - -I

s - - - •. I
41 - ·· ·-- : <lr,_linary & Special resolution
-+=-k :
I

I: : s - - - -I
-
42 : \ i•>1 iun & Resolution ·-"·-·- ' - - -- r ,
- : - . : - I - SI - i - - - I
-~3_~=--i (·,,n~'.~1.!:1)' Law tribunal
44 ___\ ~'.~1'.~cs & Stock
.;i --f
.___L__L
. -·~---i- -
I - ' .::...L: :' - I - S[ - I s -
-1-
LAW COi 1!;(;1-: I SEM 31 Company Law I SN [2011 -- 2021] I RAG HA VA Page 1
 Subject: CompanvLaw (Short Notesi 2011 - 2021, 0.. 21
s. I Topic 1 2 3 4 5 6 7 8 9 0 21

45(17) Whole time & part time chainnan - - - - - - s - - -

46 Equity & preference share holder - - - - - - - - - -
47 Nominal & Subscribed Caoital - - - - - - - - - -
48 Loans to Director - - - - - - - - - -
49 Articles of Association - - - - - - - - - -
50 Annual general Meeting - - - - - - - - - -
51 Compulsorv Winding up - - - - - - s - - -
52(18) Forfeiture of shares - - - - - - - s - -
53 Kinds of Share Caoital - - - - - - - - - -
54 Class Action - - - - - - - - - -
55 One man Company - - - - - - - s s -
56 Government Company - - - - - - - s - s
57119) Liquidator - - - - - - - - s -
58 Proxy - - - - - - - - s -
59 Share Holder & Member - - - - - - - - s -
60(20) Clauses of Memorandum - - - - - - - - - s
61 Position of Directors - - - - - - - - - s
62 Meaning of Shares - - - - - - - - - s
63 Buy Back of Shares - - - - - - - - - s
64 Kinds of Debentures - - - - - - - - - s
65 Powers of liquidators - - - - - - - - - s

~COU~SE I SEM ~I Compa,ny Law I SN (2011- 2021) I R-AGHAVA Page 2

I

L
 x•
!2011-COMPAN YLAW ACT I, '

Part - B (15 x 2 = 30)

- Part ·- CJ 16 2 = 32)
S.N o
1 Describe the Doctrine - of lifting the The TATA Nano Company got power by
corporate Veil. its Articles of IAssociation td, issue
debentures by passing an . ordinary
resolution in the Board of Directors. The
MD issued bonds to A without the requisite
resolution. After two years, A sued the
Company for the recovery ~f money under
the bonds.
2 What is the procedure for transfer of A buys JOO shares of Public Limited
shares and restrictions on transfer? Company from B through a stock broker.
He receives the share Certificate & blank
transfer deed signed by B but not lodge the
transfer deed for registration. Examine the
legal effect of the unregistered transfer
between the transferor and the transferee.
3 What is the position of Directors in a The BoD of Satyam Co. Ltd. appointed
public Limited Company? Raju as the MD and gave him all powers of
Management of the Company's affairs.
Raju had manipulated the accounts of the
company to show that the company is
running on very sound lines, but he started
after two years that he manipulated the
accounts. How far he is responsible for the
loss of the shareholders?
4 What are the various modes of winding The Executive Director of a Company
up of a public limited company? purchased some stationery for the company
but took it to his house for his private use.
The company refused to pay the supplier of
the stationery on the plea that it never
recei:ved the stationery. Decide.

LAW COURSE I SEM 3 I C0~-1 f' A NY LAW IPART B& _C IRAGHA\/A _-., , . Page 1
 2012 - COMPAN
S.N o , 'Part - B (15 x 2 = 30)
What is meant by Corporate Personality
of a company? What are the
circumstances under which the
corporate personality may be ignored?
2 The exact position of Directors with
regard to a company is hard to define.
They are not servants of the company
but are rather m the position of
Managing Partners? Discuss this
statement and bring out the exact
position of Directors in a Company?
3 What are the different kinds of
meetings of the share holders of a
company? When and how these
meetings are held?
4. Majority must preva;! is the principle of
Company management. Are there any
exceptions to this Rule?
LAW COl}RSE I SEM 3 I COMPANY LAW JPART B & C JRAGHAVA
Y LAW ACT
Part- C ( 16 x 2 = 32)
The BoD of X company appointed Y as the
MD and gave him all powers of
Management of the Company's affairs. Y
had manipulated the accounts of the
company to show that the company 1s
running on very sound lines, but he started
after two years that he manipulat,ed the
accounts. How far he is responsible for the
loss of the shareholders?
A & B. sold a certain business to C and
agreed not to compete with him for a
certain period. After sometime before the
expiry of agreed period they organised a
Private Ltd. Company and became principal
shareholders and Directors and started
similar business competing with C. C filed
a suit against the company and also against
the A & B for breach of contract. Decide.
Owing to the Trade depression, a company
has suspended its trade temporarily with a
bonafide intention to continue the same
when there 1s improvement m the
conditions. A petition was filed before the
Tribunal for winding up of the Company as
a just and equitable measure. Decide
whether Tribunal can order for the winding
up of the Company. Give reasons and
Princioles.
A company issued a bond under its
common seal signed by two Directors. The
Articles of Association provided that the
Directors might borrow on bond such sums
as they should be authorised by an ordinary
resolution · of the shareholders. No such ·
resolution was passed. Is the company
liable on bond? Give reasons and elucidate
the orincioles involved in this case.
Page 2
' 2013 - COMPANY LAW ~CT
S.N o
I
.
..
. Part - B (15 x = 30)
Explain, the Doctrine of Ultra ·Vires X company
Part..4 C ·<16 x? = 32)° I

issued the prospectus, Basing

jJ •

with relevant case law. I on the,• statements . contained -in the

.' , ·' I
'·· ,I prospectus Y subscribed ,to the, shares in the
X ,company. Subsequently he . realised that
'
.. there were some misstatements in the
; .. ' prospectus. He filed a suit against the
' company and Directors. Explain the
remedies available to Y.
2 Explain the · Doctrine of Indoor The Majority of the members of Company
Management and its exceptions X were also members of Company, Y. At a
meeting of Company ' X tqey passed a
resolution to compromis.e an action against
company Y in a .manner alleged to be
favourah!e to Y company and unfavourable
.. to X Company. Minority share holders of
Company X brought an action to have the
; compromise set aside. Decide. Elucidate
the princioles.
3· Auditor is •a watch dog but not blood The promoters of a company before the
bound - Explain. Bring out various incorporation enter into an agreement with
powers and duties on the part of the X to buy a plot of land on behaJf of the
auditor to keep the company away from company. After . incorporation of the
· scams. company it refused to buy the said plot of
land. Has X any remedy either against the
oromoters or against the company?
4 Write an essay on transfer · and There IS a persistent violation of the
transmission of shares. regulations and the Statute and an appeal to
the general body of share holders is not
likely to put an end to it on account of the
fact that those responsible for violations are
in control. Shareholders aggrieved file an
·' aoolication for winding up. Decide.

LAW COURSE I SEM 3 I COMPAN Y LJ\W IPART B & C IRAGl-!AVA - Page 3

 2014- COMPANY LAW ACT
S.N o Part - B fl 5 x 2 = 30)
l A company is a legal entity distinct
from its members. In what
circumstances does the court ignore this
principle?
2 Explain the difference between the rule
of constructive notice and the Doctrine
of Indoor Management.
3 Explain the procedure for transfer of
Shares. Can the Directors of a Public
Company refuse to register a Transfer
of Shares?
4 What are the different modes of
winding up of Public Limited
Company?
LAW COURSE I SEM 31 COM l' ,\NY LAW !PART B & C IRAGHAVA
l ;
Part- C ( 16 x 2 = 32)
X shareholder of Satyam Computers Co,
takes proceedings against the Directors of
the Company to compel them to make good
the losses sustained by him owing to their
fraud. Will he succeed. Decide.
B, a builder wrote to a company offering to
take 1,000 shares on the condition that a
contract for certain repairs to the
Company's property would be given to
him. The application was accepted. B
received his shares and the Directors
resolved that he should be given the
contract. Before any contract was given to
him, the company went intc liquidation. ls
B liable as a contributory for the unpaid
balance on his shares?
A contract between N.W. Ltd and B, one of
its Directors is referred to a general meeting
for its approval. At the meeting B voted for
the resolution and all others against it, but
as B held majority of shares and was
entitled to majority of votes, the resolution
was passed. ls the contract binding on the
company?
The auditors of a public company made a
confidential report to the Directors calling
their attention to the fact that the security
for some loans was insufficient and there
was difficulty in !heir realisation. They also
reported that in their opinion no dividend
should be paid for the year. In their report
to the shareholders, however, they merely
stated that the value of the assets was
dependent upon realisation. A dividend of 7
% was declared by the company out of
capital. Are the auditors liable for their
omission?
 2015-COMPAN
S.N o · · Part- B (15 x 2 = 30)
1 The memorandum and Articles of
Association . of a company cannot be
., .altered except in the mode and manner
.,. provided in the companies Act 1956.
Explain.
2 What are the powers of Directors?
Explain the ways in which such powers
can be exercised by them.
3 What is debenture? What remedies are
available to the debenture holders for
realization of their security.
.. .
4 State the circumstances 111 which a
company may be wound up by the
court.
' accounts and approved the same before the
I.AW COURSE I SEM 3 I COMPANY LAW !PA RT B?, C IRAGHAVA
YLAWACT
Part -t .c ·c16.x i = 32)
A company had a power in its Articles to
issue bonds under the . authority of an
ordinary resolution. The - Directors issued
bonds to Mr. A without • the requisite
resolution. Mr. A sued the Company for the
recovery of the moqey under. the bonds.
The . suit was resisted on the ground that
there was no requisite resolution of the
companv. Will Mr. A succeed?
A company issued a prospectus containing
misstatements on which action could be
taken against the Company. A person
purchased shares in the market relying on
the prospectus & filed a suit. Discuss.
Some of the creditors of Mis XYZ
Company Private Limited have complained
that the company was formed by the
promoters only to defraud ,creditors. In this
context . they seek your. advice as to the
meaning of corporate veil . and when the
promoters can be made personally liable for
the debts of the company.
The BoD of XYZ Ltd, a public Company,
has duly delegated its power to approve the
annual accounts of .the Company for the
Year 20.11-12 to a committee of Directors.
The said committee considered the annual
accounts were handed over to the statutory
auditor of the company. Will you accept
such approval of annual accounts?
Page 5
 2016-COMPAN
S.N o Part - B (1 5 x 2 = 30)
1 A company cannot ratify a pre-
incorporation contract though it is open
to it to enter into a fresh contract -
discuss?
2 Discuss in detail various registers
required to be maintained statutorily
under the companies Act, 1956.
3 Briefly explain the various modes of
winding up ofa company.
4 A promoter is a person who brings
about the incorporation and
organization of a corporation. Explain
this statement and discuss the liabilities
of the oromoter towarrls th e company.
L/\ W COURSE I SEM 3 I COMPANY LA W jPART B & C jRAGHAVA
YLAW ACT
Part - C ( 16 x 2 = 32)
Mathew, the company Secretary of
Limousine Ltd. convened a general meeting
of the company after discussing the matter
with some of the Directors even though
there was no express approval of the Board
for convening such a meeting. Discuss the
validitv of such a meeting.
Company X, which is a public limited
company, wishes to make investments in
shares of a company. The total investment
exceeds the statutory limit stipulated by the
companies Act, 2013 . Advice the procedure
and formalities to be complied with in this
regard?
X, a whole time Director of a company
made an invention during the course of his
employment with the company. He
patented the invention in his own name and
appropriated the benefits to himself. Can he
do so? Cite case law?
A MD of a company stood as surety for the
repayment of loan taken by it for which he
was paid guarantee commission. Does this
commission amount to managerial
remuneraiii:Jn ? Cite relevant case law?
"
Page (,
 2018 - COMPAN
Y LAW ACT
S.N o Part - B (15 x 2 = 30) .Part- C ( 16 x 2 = 32)
Defme Public company. What are the The Majority of members of Company X
essentials of a company under the were also members of company Y and at a
Companies Act, 2013. meeting of Company X they passed a
resolution to compromise an action against
Company Y in a manner alleged to be
favourable ·to company Y but unfavourable
to company X. Can minority shareholders
of company X bring an action to have the
i-------1r-----------------+-c__ om__.p_ro_m_ises set aside.
2 De-fine Winding up of a compai:iy. X ·company issued statement in lieu of
Explain the winding up of a company prospectus. Based upon that statement Y
under the supervision of Court. ,subscribed to the shares in that company.
Subsequently, he realised that there were
some misstatements · in the prospectus. Y
wish to make the company liable. Will Y
succeed. Decide.
3 Explain the rule in Foss Vs Harbottle X takes proceedings against Directors of a
and state the exceptions to it. company of which he is a member to
compel them to make good ~e losses
sustained by the company owing to their
fraud. Will X succeed? Decide.
4 What is corporate veil? When can the All the members of private limited
corporate veil be lifted .under the company while going in a van on a trip,
companies Act, 2013. they met with an accident and all of them
died on the spot. Ooes the private limited
company ceases to exist.

U\ W COURSE I SEM 3 I COMPANY LAW IPART B & C jRAGHAVA Page 8

 2017-COMPAN
S.N o Part - B (15 x 2 = 30)
1 The alteration of Articles of
Association must not constitute a fraud
on the minority by a majority - discuss.
2 Enumerate the circumstances under
which the central government can order
special audit.
3 What is meant by the term "Striking -
off of the name of a company"? Can
any aggrieved creditor apply for
restoration of the name of the company
after 10 years of its striking off?
4 Explain the Doctrine of Constructive
notice in relation to memorandum of
association and articles of association.
How this doctrine does differ from
doctrine of indoor management?
LAW COURSE I SEM 3 JCOMPA~Y LAW JPART B & C IRAGHAVA ·
Y LAW ACT
ParH ,C ( 16 x 2 =32) -
The BoD of Av.;mthi Ltd. , a listed company,
at its; meeting held on 01/04/2015
announced a proposal, for issue of bonus
shares to all equity shareholders of the
company at 1:1 ratio . On 01/05/2015, the
Directors at another meeting passed a
resolution to reverse the proposal of bonus
issue announced on 0 1/04/2015. Discuss
the validitv of the proposal and the reversal.
The BoD of Kelkar Ltd appoints Suman as
a Director under Section 260 by passing a
resolution by circulation. Mr. Suman now ,
seeks your advice about the tenure of his
appointment. Advise him.
Prakash .a member of XY steels ltd,
appoints Naveen to attend a general
meeting of the company. At the meeting,
voting takes place by show of hands.
However, Naveen does not know whether
he ( as a Proxy) can vote by show of hands
at the meeting. Advice.
Simpson Alloys Ltd desires to commence a
business specifically mentioned in its
objects clause lil the memorandum of
association under "other Objects". Explain
procedure to be taken by the Directors
before commencing new business under
Other Objects.
Page 7
 2019- COMPAN
S.N o x
.Part - B (15 2 = 30)
1 What is winding up of a company?
: Explain •briefly various types of
)
windings up of a company.
' company. After the incorporation the
2 What do mean by Ultra Vires. What are
the effects of Ultra Vires
3 What is prospectus? Explain the civil,
and Criminal liability for misstatements
in prospectus under the companies Act,
2013 .
4 What is Director? What are the
qualifications, power and functions of
Director under the Companies Act,
2013?
LAW COUR SI·: I SEM 3 I COMPANY LAW I.PART B & C IRAGHAVA ,
\
~ll,
Y LAW ACT
Part - C ( 16 x ,2 = 32) •' .,
The promoter of a company, before its
incorporation entered into an • agreement
with s to buy a plot of land for the
company refused to buy. Advice S.
A private limited company has two
members, who are husband and wife. In a
dispute husband was murdered by wife.
What will happen to the comoanv.
z company shares transferred to non-
members . of the company under the court
auction. The members want to challenge in
the Court of law as it is against the Articles
of the company, which prohibits the
transfer of shares to non members. Advise
the members.
The 'majority of members of "Company A"
were also members of "Company B" and at
a meeting of "Company A" they passed a
resolution to compromise an action against
"Company B" in a manner alleged to be
favourable to Company B but unfavourable
to Company A. Can minority shareholders
of company A bring an action to have the
compromise set aside?
Page 9
..-- --- - -- -
i
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2020- COMPANY LA \V ACT
S.N o Part-B (1:, x 2 = 30) Part- C ( 16 x 2 = 32) I

l A company is legaliy an entity apart X, a shareholder, appointed P as his i;rox~

from its members. Explain. What are for a m<!eting of the Company. Latt~r, he i
I
the advantages and disadvantages of himself attended the meeting and votd on I
this corporate personality? a particular resolution. P alleged that it was
II 1

violation of his right to exercise his voting

I
right. Examine his clnim. _____ j
1-2· What do you understand by allotment
of shares? What are the restrictions on 19
The
behalf
MD
of
of
the
a company
cqmpany.
accepts
In
a
fact
bill on
articles
I allounent of shares? What is the effect provide that he can do so only 'with the
I
of an irregular allotment. • did prior approval of the BoD in n qeeting. He
not take any ·such approval. B, who got

r1
! ' this bill for :;upply of goods to the j
I company, presents it for payment. The I
I company refuses the payment. Advise B. 1

HO\\' arc the Directors of a company A has some shares in a company. On death I
! ,:ppointed and how can they be of A, his legal heir and succes~or has I
1 i remcved from office? applied for tr~nsfer of shares in his name.
I
I i The company refused to do so. Decide. ,
' . I
~ f
!
;\n Auditor is a wa,ch dog, and not a M is a creditor of a newly incorporated
: bic1oci bound. Comment. What are the company. He lent IO lakhs to the company.
'
j
! plnvers aud fonctions of an auditor? The company failed to pay any interest for
' the amount, in spite ofh..is demand. What is
i ;
I I the recourse available to the M?

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1'.1,.·'- , : : •'. 'J<;E ! $EM 3 / COMPANY I.AVV iPART B & C iRl\GH/\V/,
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