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NJR/KS/18/8431
Second Semester LL.B. (Three Years Course) (CBS) Examination
COMPANY LAW
Compulsory Paper—5
Time : Three Hours] [Maximum Marks : 80
Note :— (1) Attempt all sections. Section A consists of 10 marks, Section B consists of 30 marks
and Section C consists of 40 marks.
(2) Follow the instructions given in each section.
(3) Marks are indicated against each question.
SECTION—A
1. Choose the correct alternative (any TEN) :
(i) _______ stand in the fiduciary position of the company.

(a) Directors (b) Promoters

(c) Both (a) and (b) (d) None of the above

(ii) Contracts made after the incorporation but before the grant of certificate of commencement of
Business is :
(a) Provisional Contract (b) Pre-incorporation Contracts

(c) Preliminary Contracts (d) Both (b) and (c)

(iii) How many members should sign the Memorandum of Association in case of Public
Company ?

(a) One (b) Three

(c) Five (d) Seven

(iv) Alteration in Articles of Association must be done only by passing :

(a) Ordinary resolution (b) Special resolution

(c) Resolution in the general meeting (d) None of these

(v) The prospectus issued by the issuing house is called as :

(a) Red herring (b) Deemed prospectus

(c) Shelf prospectus (d) Abridged prospectus

(vi) Which of the following is a right of the members of a company ?

(a) Right to have Share (b) Right to appoint Director

(c) Right to appoint Auditor (d) All the above

(vii) Which of the following companies can issue the Share warrant ?

(a) Public Company (b) Private Company

(c) Both (a) and (b) (d) None of the above

RQA—2239 1 (Contd.)
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(viii) In the absence of a quorum the proceedings of the meeting will be :
(a) Valid (b) Void
(c) Voidable (d) None of the above
(ix) Which one of the following meetings can be held more than once in a Calendar Year ?
(a) Extraordinary general meeting (b) Statutory meeting
(c) Annual General Meeting (d) None of the above
(x) _______ % of shares should be held by a company in another company so as to become
subsidiary.
(a) More than 50 (b) More than 30
(c) More than 20 (d) More than 10

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(xi) Official recording of the proceedings of a meeting is called as :

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(a) Quorum (b) Minutes

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(c) Both (a) and (b) (d) None of the above

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(xii) An ordinary resolution may be passed in case of :

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(a) Commencement of a new business (b) Alteration of Articles
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(c) Compulsory winding up of the company (d) None of the above
(xiii) Debentures which have the charge on the property of the company are :
(a) Secured debentures (b) Unsecured debentures
(c) Registered debentures (d) None of the above
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(xiv) _______ is payable even if there is no profit.

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(a) Interest (b) Dividend

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(c) Commission (d) None of the above

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(xv) Transfer of Shares in case of private company is :

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(a) Prohibited (b) Restricted

(c) Freely transferable (d) None of these 1×10=10
SECTION—B
Note :— Both questions in this section are compulsory.
2. Answer the following (any THREE) :
(a) Explain the circumstances in which company may be wound up voluntarily.
(b) Comment on Dematerialized Shares (DEMAT).
(c) Elaborate the Fiduciary duties of Company Director.
(d) What do you mean by Shelf Prospectus ? 5×3=15

RQA—2239 2 NJR/KS/18/8431
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3. Write short notes on (any THREE) :
(a) Distinction between Partnership firm and Company
(b) Meaning of Debenture
(c) Amalgamation
(d) Equity Shares. 5×3=15
SECTION—C
Note :— Answer any FIVE questions of the following.
4. Explain the important contents in Articles of Association.
5. What do you mean by winding up ? Under what circumstances company may be wound up by Tribunal
under Companies Act, 2013 ?
6. “The cardinal principle of corporate management is the rule by the majority of shareholders”. Elucidate
this statement by citing the relevant case law.
7. Who is Company Secretary ? State its statutory duties and liabilities.
8. Discuss the term ‘Board of Directors’. Explain the disqualifications of a Director.
9. What is allotment of Shares ? Explain the general principles regarding allotment of shares.
10. What do you mean by lifting of the Corporate Veil ? State the circumstances when the Corporate Veil
can be lifted.
11. Write short notes on :
(a) Legal liability of a company.
(b) Doctrine of indoor management. 8×5=40

RQA—2239 3 NJR/KS/18/8431
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