ST.

XAVIER'S COLLEGE (AUTONOMOUS) MUMBAI

End Semester Examination (Semester VI)
UID No.:
Date: gh April, 2022 Time: 90mir
Day :Friday Class: T.Y.B. Com
Max Marks: 50
Course code: CCOM0606
Subject: Corporate Secretarial Mgt. & Governance
Coursc Title: Corporate Secretarial Mgt. & Governance
Note:
1. Q. No. l is compulsory, which to be attempted on Question Paper Sheet and attached
to the Answer booklet.
2. Attempt any TWO from remaining [Link]. 2to Q. No. 6.
3. Draw neat labelled diagram, charts wherever necessary.
4. Figures to right indicate fullmarks allotted to the question.
Q1A. Fillin the blanks with the appropriate option given in the bracket: (07)
1. The maimum number of directorship of a director across all companies shall
note exceed......(10/20/30/15)
2 Minimum capital of Public Limited Company is.... .(INR - 1 Lakhs/ 5
Lakh/ 10Lakhs/no such limit)
3. The Board of every Company to which CSR regulations are applicable shall
ensure that such company spends in every financial year on account of CSR
Policy at least of its average net profits. (2%/ 5%/ 10% 1%)
The total managerial remuneration to the directors and the manager of a public
limited company in respect of any financial year must not exceed ....%
(11/5/7/10)
5. The status of One Person Company in the legal parlance is . . . Public
Company/ Private Limited Company,/ Sole Trading Concern/ Limited Liability
Partnership firm)
6. The appointment of additional directors, if authorised by the Articles of
Association, the ..........[Link] additional director on the board of the
Company. (Board of Directors/ Audit Committee/ Creditors/ Debenture
holders).
7 Every listed public company must have at least ..of the total number of
directors as an independent directors (1/3rd, 2/3rd, 3/5th, 1/5th)

1
 or false:
(05)
1B. State whether the following statements are true treated as
or State Government will be
1 Any aid amount received from Central
thereunder.
deposit under the Companies Act, 2013 and rules made
Answer:
one ana
2 A Public Company and PublicSector Undertaking/ Companies are
same. Answer:
Company.
3. Statutory Registers are kept at the Corporate Office address of the
Answer:
4 Minutes of the general meetings are available for inspection to the members of
the company. Answer:
5 Section 8 Companies are exempted to add word "Ltd" or "Private Ltd" at the
end of their name. Answer:

1C. Match the following: (05)

Group A Group B
Interim Dividend A Statutory
Register
2 Borrowings beyond 100% of Capital B Primary proof of companies
membership
3 Register of Proxies C Board can decide at board meeting
4 Share certificate D Subject to members approval at
general meeting
5 Register of Charges E Optional Register
Answer
1

3
4
5

D. Give fullforms/ expand / the following (05)

A) DIN
B) ESOS

C) KMP
D)SEBI
E) IPO

2
 Aftempt any TWO Questions fromthefollowing FIVE Questions|Q. No 2to Q. No 6]:
Q.2Attempt any TWOfrom the following (07 *2= 14)
a) 'A Company is a legal person distinct from its members taken individually or
collectively'. Comment
b) 'Every person dealing with the Company is deemed to have notice of the contents
of its memorandum and articles of association'. Explain

c) In aPrivate Limited Co. it is discovered that there are in fact 204 members. On an
enquiry it is ascertained that 6 of such members have been employee of the
Company in the recent past and they acquired their shares while they were stilI
employeees of the Company. It is necessary to convert the company into a Public
Company? Advice.
d It is compulsory for a Public Company to issue a Prospectus?
Q.3 Attempt any TWOfrom the following (07 *2= 14)

a) What do you mean by Private Placement of securities? Distinguish between Right

Shares and Bonus Shares.

b) State with reasons whether following can become members of a Company

a) Married Women b) Pakistani born person, now citizen of India c) Ram Lakhan
and Sons, A proprietary concern d) Ram Singh & Co -HUF e) KPMG &
Lovelock LLP f) Rex Sultan Services OPC Private Ltd.

c) Listout any five statutory registers which a company need to maintain. Write in
brief, the significance of any two registers in brief.

d) The Directors of the Bharti Airtel Ltd. borrowed Rs. 1150 Lakhs from Mr.
Akshay Kumar. They had power to borrow such money but only subject to the
ordinary resolution passed at the general meeting of the Company. In fact, no
such resolution had been passed. Is the Company bound to reply the loan to
Akshay Kumar?
Give reasons.

Q.4 Attempt any TWO from the following (07 *2= 14)

a) "Directors are the trustees of the Company". Comment

b) Is it mandatory to have a women director on board of all companies? Advice.

3
 c) The Companies Act does not lay down any 'academic' or shareholding
qualification for a director. Examine the statement critically.
Who is an Office of Profit held by a Director under the Company? State tne
provisions of the Companies Act, 20 13 with respect to Ofice of Profit.
Q.5 Attemptany TWO from the following (07 *2= 14)

a) Who is an Independent Director? Discuss the provisions of the Companies Act,

2013 with respect to appointment of an independent director?
b) Discuss the provision of theCompanies Act,2013 attributing towards enhancing
Corporate Governance norms in Indian corporate world.
c) State the powers of the Board of Directors which cannot exercised without a
unanimous consent?

d) Write in brief, mandatory committees of the Board of Directors and their

functions.

Q.6 Write a short note (Any TWO) (07 *2= 14)

a) Limited Liability Partnership b) Managerial Remuneration
c) Red- herring Prospectus d) Kotak Committee on Corporate Governance

4
 ST. XAVIER'S COLLEGE (AUTONOM0US) MUMBAI
EndSemester Examination (Semester Vl)
UID No.:
Date: 28th October, 2022 Time: 3 hrs
Day: Friday Class: [Link] Max Marks: 100
Subyect: Company Secretarial Management & Governance Course No. CCOM0606
Course Title: Company Secretarisal Management & Governance
Note: 1l. Allquestions are [Link] if any are internal.
2. Figures to the right indicate full marks.
[Link] neat labelled diagram wherever necessary
4. Answer to each question must begin on a new page.

Q.1 (A) Describe circumstances for of 'lifting of a Corporate Veil'.

(B) How an incorporated entitydiffers from an unincorporated entity?
OR

(C) Write in brief- Doctrine of Indoor Management? WVhat are exceptions

to this doctrine?

(D) Discuss -Role, Duties and functional position of a Managing Director/

CEO of the Company, under the Companies Act.
Q.2 (A) Explain relation between Memorandum of Association and Articles of
Association and its legal consequences?
(B) State and explain validity of following acts of board of directors:
(a) Non declaration of dividend for twoyears, due to low profits.
(b) Computation of profits for declaration of dividend is done
without providing for depreciation.
(c) Cancellation of interim dividend, declared in earlier date.
OR

(C) Explain - divisible profit and profits available for dividend? Write in
brief -different sources of payment of dividend.

(D) State and explain validity of following acts of board of directors:

(a) Shareholders asked for higher rate of dividend at the Annual
General Meeting.
(b) Divided has transferred amount of dividend after 15 days from
date of its approval at AGM.
(c) Payment of dividend out of loan taken from over draft facility
availed from bank.

Q.3 (A) Write in brief -different modes of acquiring membership of the

company.
(B) Explain the contents of a prospectus.
OR
 be amember(s) or the
(C) State with reasons whether following can
Company? Son jointly with Mother (e)
(a)Public Trust (b) Club(c) LLP (d)Married UnmarrIed
Court Receiver () Company (g) Bankrupt person (h)
Women
(D) Write in brief-Statuary rights of a Member
Q.4 (A) Distinguish between Transfer and Transmission of shares.
to be maintained by the
(B) Whatare various statutoryregisters required
Company and applicable legal provisions thereto.
OR
(C) Explain -provisions relating to Right issue under Companies Act,
2013.
(D) Describe statutory and general duties of a director.
Q.5 (A) Explain role and importance of an Independent Director under
Companies Act, 2013?
(B) What are the provisions in matter of 'Governance', prescribed under
the Companies Act, 2013?
OR
(C) Write a short note on (Any 4)
(a) Employee Stock Option
(b) Practicing Company Secretary
(c) NCLT
(d) Book Building
(e) Audit Committee of Board of Directors
(0 Rights of Shareholders
 ST. XAVIER'S COLLEGE (AUTONOMOUS) MUMBAI
CIAExamination (Semester VI)
UID No.:
Date: 05/01/2023 Time: 45 minutes
Day: Thursday Class: T.Y.B. Com
Max Marks: 20 Marks
Subject: Corporate Laws Course code: CCOMO607
Course Title: Corporate LawS
Notes

Write answers to allthe questions on the answer book only.

Figures to right indicate marks allocated to each question / sub question.
Q. No. 1 A) State whether following statements are True or False (Mark for each correct answer =04)

1. ACompany is in law a different person altogether from its members.

2. The word "limited" in the name of the company refers to the amount of dividend payable to its
membersby the company.
3. The doctrine of lifting of corporate veil is an exception to doctrine of indoor management.
4. Each and every company needs to have its own set of Articles of Association.
5. In legal parlance, One Person Company is sole proprietorship venture does not have any legal
status.

6. Section 8companies are registered as profit making entities under the Companies Act, 2013.
7. Common seal is the officialsignature of the Company.
8. The powers of the board of directors to be exercised jointly through aboardresolution.
QNo. 1 B) Five full form of (Any two) (01 *03 =03)

CIN
DIN
MCA
NCLT
ROC -

. No. 1C) Fill in the blanks with appropriate option (%Mark for each correct answer =03 Marks)
a) Minimum paid up capital for a private limited company is Rs.... (Rs. 1,00,000,
Rs. 5,00,000, Rs. 10,0000, Not Applicable)

b)APrivate Company must have minimum .......directors. (02,03,05,01)

c) Any business contract made by a publiccompany before obtaining the certificate of commencement
of business is only. (final ,provisional, illegal)

d) Whereas the word 'ultra' means beyond, while vires' means (space, powers, limitless,
headless)
 e) The limited liability partnership indicates apartnership firm with
(limited capital, limited asset, limited liability, limited number of partners)
)Doctrine of constructive notice mandates that, every outsider making any legal contract with the
Company to... (read and understand MOA of the Company,
deal with the company based on oral representation, read and understand AOA of the Company)

QNo. 2Read the following cases and advice about correctness of the same. Give your comment based
on provisions of the companies act, 2013. (01*10= 10 Marks)

a) AFinancial Year' of a company shall always consist of 12 months, starting from 1" April and
ending on 31 March.
b) A Private Company shall have maximum 200 members.
c) Mr. MukeshAmbani, is the sole owner of the Reliance Industries Limited.
d) The alphabet L' in the CIN of the Company indicates, whether companies shares listed on the
stock exchange.
e) Mr. X, CA by profession working at E&Y,consulting firm, who is also an advisorto Mr. Narayan
Murty in decision making matter of Infosys Ltd. Under the provisions of the Companies Act,
2013 Mr. X, will be called as a 'Promoter' of Infosys Ltd.
f) OPCcannot carry out NBFC (Non-Banking Financial Companies) business activities.
8) In legal terminology, Registeredoffice and Corporate Office and Head Office of the Company
indicates one and same meaning.
h) A
subsidiary company cannotheld shares of its holding company.
i) The definition of the - Key Managerial Personnel specifically covers - Chairman of the Company.
i) The provisions of Transfer of shares are mentioned iin the Memorandum of Association of the
Cornpany.

...X..
 ST. XAVIER'S COLLEGE (AUTONOMOUS) MUMBAI
End Semester Examination(Semester VI)
UID No.:
Date: 25th March, 2023 Time: 120 Minutes
Day: Saturday Class: [Link]
Max Marks: 60
Subject: Corporate Laws Course code: CCOM0606
Course Title: Corporate Laws
Note: (1)Q. No. I is Compulsory. Attempt any THWREE from remaining.
(2) Each question carries 15 marks.
(3) Marks are reserved for presentation

[Link]. Fillinthe blanks and Re-write the following statements with the appropriate option
given in the bracket: (05)
of memorandum of association contains
A. The registered office clause
....(The Complete postal address / The name of the state in which
and
the registered office of the company is to be situated/ The name of the city/town only
not that of the state/The name of Registrar of Companies. )
directors or
B. Sweat Equity share means equity shares issued by a company to its
(At a discount/ For consideration, other than cash, for
employee: intellectual
providing their know-how/l For making available rights in the nature of
options).
property rights or value addition/ Allthe above options/ None of above
are applicable shall ensure that
C. The Board of every Company to which CSR regulations CSR Policy at least ...... of
of
such company spends in every financial year on account
its average net profits. (2%/ 5%/ 10%/ 1%) (Public Company/
D. The status of One Person Company in the legal parlance is
Liability Partnership firm)
Private Limited Company/ Sole Trading Concern/ Limited
The appointment of additional directors, if authorised by the Articles of Association, the
E. Company. (Board of
.shall appoint additional director on the board of the
trustee)
Directors/ Nominee Institution/ Creditors/Debenture
are true or false with Reason: (10)
1B. State whether the following statements treated as deposit'
a) Any amount from other corporate as an inter- corporate loan will be
made thereunder
under the Companies Act, 2013 and rules Company are synonymous terms in Company
b) A Public Company and Public Limited
law.
are kept at the registered office of the Company. the
c) Statutory Registers
Board meetings are available for inspection to the members of
d) Minutes of the
company.
are exempted to add word "Ltd" or Private Ltd" at the end of
e) Non Profit Companies
their name.
contain a word reflecting it character as one Person
) The name of the OPC must
Company.
 refers to a structured mechanism to
g) Green shoe option in matter of issue of shares
stabilise their initial price,after issue of shares to Public.
the amount remitted by the
h) After lapse of15 days from due date of allotment of security,under the provisions of the
applicant towards subscription stand recorded as deposit
Companies Act, 2013.
i) Doctrine of constructive notice and indoor management are conflicting doctrines.
of incorporation there were 198 members. Based
J) In a Private Ltd. Company at the time Committee allots 1000 ESOP to five
on the recommendations of the Compensation maximum limit under the
employees under the schemne. Did the Company Crossed the
Companies Act, 2013.
[Attempt any Three Questions from the following FIVE Questions]
(7.5 *2= 15)
Q.2 Attempt any TWOfrom the following
to have notice of the contents
(a) "Every person dealing with the Company is deemed
of its memorandum and articles of association'. Explain
its members taken individually or
(b) "A Company is a legal person distinct from
collectively'. Comment;
Private Company. Both of them have been
(c) X & Y were onlytwo members of a to exist? Explain
killed in a road accidentDoes this company cease finalising in selecting the legal
note to the new Start-ups, in matter of
() Write a as a Private Company or a
constitution of a new company to be incorporated,
Public Company with rationale. (7.5 *2= 15)
Q.3Attempt any TWO from the following
securities? What is preferential
(a) What do you mean by Private Placement of
allotment of securities? Differentiate the same.
deposit, illustrated under the
(b) Define - Deposit. Write a note on exempted
Provisions of theCompanies Act, 2013.
company need to maintain. Write in
(c) List out any Five Statutory Registers which a
brief, the significance of any two registers in [Link] the CA, 2013
(d) Advise on the following in matter of payment of
(a) Is payment of dividend compulsory?
(b) To whom dividend is payable? transferred to IEPF?
(c)What is IEPF and which amount(s) stand
dividend?
(d) What are the sources for payment of
payment of dividend.
(e) what are pre-conditions to be fulfilled before
held in abeyance.
() Under what circumstances amount of dividend is
following (7.5 *2= 15)
Q. 4 Attempt any TWO from the
of ABC Ltd. and seeking your
(a) Youhave been called for an interview by HR Manager following
each of
answer on the following matters. Please write your replies for
questions.
 a. Every listed public company shall have at least of the total number of
directors as independent directors.
consecutive
b. An independent director cannot hold office for more than
terms.
c. Every public company has to appoint at least one woman director if it has
paid- up share capital greater than or turnover more than

d. What is the maximum number of directorship that a person can hold?

India for a
e. Every company should have at least one director who has stayed in
total period of not less than days in the previous calendar year.
f. What is the minimum number of directors that a private company should have
as per provisions of Companies Act, 2013?
per
g. What is the maximum number of directors that a company can have as
provisions of Companies Act, 2013?
Committee (b) Corporate
(b) Write in brief, significance and function of (a) Audit
Social Responsibility Committees of the Board of Directors.
on the following
(c) Advice to the Chairman of the Company seeking your views
matterS -
Executive and Non- Executive Directors
(i)Amount of remuneration payable to
of a Private and Public company
directorship?
(ii)What are the grounds for disqualification of a person to be appointed as a
(iii) What is minimum educational qualification of
director of a company?
appointed and for what period.
(iv) When an alternate director can be
director in
was appointed as an alternate
(d) X' an employee of ABC Ltd. original director - Z', returned to
November, 2022. In the meanwhile, the
wants to attend the Board meetings scheduled in 31 March,
Mumbai and Z'
2023. Advice. (7.5*2=15)
the Following
Q.5 Attempt any Two from
Explain.
Insolvency and Bankruptcy Code?Resolution
(a) Why do we need
Corporate Insolvency Process (CIRP)?
What do you understand by
(b) Ltd, under
Give summery of it. of Bhushan Steel &Electrosteel Steel
Give your illustrative analyses
(c)
IBC. Adjudicating Authority
(d) Write short note on -IBBI and
(7.5 *2= 15)

Q.6 Write ashort note (AnyTWO) (b) NCLT& its jurisdiction

Partnership
(a) Limited Liability (d) Pillar of Corporate Governance
(c) Red- herring Prospectus
 ST. XAVIER'S COLLEGE (AUTOONOMOUS)
End Semester
Examination MUMBAI
Date: 19/04/2023 (Semester
VI)
UID No.!
Day: Wednesday Time: 3 hrs
Class: [Link]
Subject:Company Secretarial Management & Max Marks: 100
Course Title: Company Governance Course No. CCOM0606
hore: 1. Allquestions are Secretarial Management & Governance
with lmark for cachcompulsory
internal
and carries 20 marks each. Options if any
question are internal
2. Figures to the right (including
indicate full marks. sub-question,if any)
3. Draw neat
labelled
4. Ansver to each diagram wherever necessary
question must begin on a new page.
Q.1 (A) Wite in brief doctrine of lifting of aCorporate
Veil'.
(B) Distinguish between a Private and Public Company and Limited Liability
Partnership
OR
(C) Explain -Doctrine of Indoor Management. What are
doctrine? exceptions to this
(D) Discuss -Role, Duties and functions of a Director of a
the provisions of the Companies Act, 2013. Company, pursuant to
Q2 (A) Explain relation between Memorandum of Association and Articles of
Association and its legal consequences?
(B) State and explain validity of following acts of board of directors:
(a) Non declaration of dividend for two years, due to low
(b) Computation of profits for declaration of dividend isprofits.
done without
providing for depreciation.
(c) Nonpayment of dividend in account of shareholder within 30 days
time.
OR
(C) Explain -different sources of payment of dividend and rules prescribed under
the Companies Act, 2013.
(D) State and explain validity of following acts of board of directors:
(a) Shareholders asked for higher rate of dividend at the Annual
General Meeting and if warned that. if not paid to cancel the
dividend (lower rate) already recommended.
(b) Dividgd has transferred amount of dividedinto a separate bank
account after 15 days from date of its approval at AGM.
(c) Payment of dividend out of loan taken from over draft facility
availed from bank.

Q.3 (A) Write in brief-different modes of acquiring membership of the company.

(B) Explain the contents of a prospectus.
OR
 (C) State with reasons whether following can be a member(s) of the Company?
(a)Public Trust -Registered under Trust Act (b) Private Club -Section 8
Company(c) LLP (d)Married Son jointly with Mother (e) Court Receiver ()
Company (g) Bankrupt person (h) Unmaried Women
(D) Write in brief Statuary rights of a Member
Q.4 (A) Distinguish between Transfer and Transmission of shares.
(B) What are various statutory registers required to be maintained by the
Company and applicable legal provisions thereto.
OR
(C) Explain -provisions relating to Right issue under Companies Act, 2013.
(D) Describe statutory and general duties of a director.
Q.5 (A) Who is call as an Independent Director under Companies Act, 2013? Explain
with examples
(B) What are the provisions in matter of Governance', prescribed under the
Companies Act, 2013?
OR
(C) Write a short note on ( Any 4)
(a) Employee Stock Option
(b) Practicing Company Secretary
(c) NCLT
(d) Book Building
(e) Audit Committee of Board of Directors
() Rights of Shareholders