Professional Documents
Culture Documents
Note:
Attempt fve questions in Subject: Corporate Law
Compulsory. all
including Q no. Maximum Marks: 75
Select one 1 of Part
question from each unit
A which is
of Part B.
Write short PART-A
notes on the
(a Distinction following:-
b) between private
Disadvantages
(c) Liability of
of and public
Incorporation of company a
(5x5-25)
(d) Doctrine ofpromoters company
(e) Indoor
Characteristics of Management
Company a
PART-B
State the facts UNIT-I
of
principles laid downthe case Solonon v
therein Solomon & Co. Ltd. And
03 Thedoctrine of Utra Vires
explain
(12.5)
the
Comment. is a
protection to the
shareholders of a
company".
Q4 a What is UNIT-II
(12.5)
prospectus? Who are liable for
Explain the
has been remedies available to the mis-statements in a
induced to make shareholder against the
investments based on the
prospectus?
prospectus. company, who
(b) Define mis-statements is
preference share capitai of a
preference
2013.
shares a company. xplain the various
company is allowed (5)
to issue kinds of under the
5 (a) What is a
Companies Act,
debenture? What are the (7.5)
issued by a different kinds
(b) When sharescompany?
of debentures that may be
may be forfeited?
shares. Explain the procedure (7.5)
relating to forfeiture of
Q6 (al The Board of UNIT-III 5)
Directors of ABC Ltd
sign the director's
under the report on behalf ofauthorized
the
Z, the
Managing Director, to
provisions of the Board. How would
(b) Discus the Companies Act 2013?
legal position of
you deal with it
directors in a
(al
company. (6.5)
27 Discuss the powers and functions (6)
(b "It is an
elementary of National
the court will not principle of law
relating to
Company Law Tribunal.
interfere with the internal joint stock (7.5)
acting within powerstheir and in fact,
companies
management of that
Elaborate the statement.
jurisdiction tocompanies
bas no
do so."
(al "On UNIT-IV (5)
Q8 winding-up, a
company
(bi Write a short note on ceases to be a
Corporate Social legal entity."
What do you Responsibility, Comment. (6.5)
09
modes of winding-up? understand by
winding-up of a
(6)
company? What are the various
(12.5)
*****k******
(Please write ****
Part B
Q2 Thefundamental feature of UNIT-I
legal entity distinct from its corporate personality is that company is a
help of decided case laws. members". Explain this statement with the
03 Discuss the rule load
down in the case of
V.Turquand" and state the exceptions to this "Royal
(12.5)
British Bank
rule.
(12.5)
04 a) Define prospectus'
UNIT-II
and
explain what do you understand
prospectus' and information memorandum'. by 'shelf
b) What do you understand (5)
Also, Explain different typesbyof equity shares with differential rights?
preference shares. (7.5)
Q5 a ABC
Limited is a public limited
make investment in shares manufacturing company. It wishes to
of XYZ limited.
exceeds the statutory limit The total investment
Act, 2013. Discuss the stipulated by section 186 of the
procedure required to be Companies
regard. complied with in this
b) Explain the concept of "Class action (7.5)
2013. suits" under the
Companies Act,
(5)
UNIT-III
06 a) Board of Directors of Om
Limited, having registered
Delhi, decides to hold its next Board meeting at office at New
the directors of the Bangalore, since all
held in company are
going to attend
Bangalore. Examining the
provisions
a
conference to be
2013 discuss the
validity of the Boards' of the
Companies Act,
meeting at Bangalore. decision to hold the Board
bl Discuss the concept and
(6.5)
the Companies Act, 2013. importance of "Independent Director" under
(6)
P.T.O
Q7 the concept of "Oppression and Mismanagement under the
sCuss of tribunal (NCLT)
2013 and briefly state the powers
Ompanies Act, (7.5)
in this regard.
Insider Trading.(5)
D Discuss the regulations framed by SEBI for curbing
UNIT-IV
the Companies Act,
Q8 provisions relating to winding up under
Statutory of the Insolvency and
2013 have undergone a sea change by enactment
(12.5)
Bankruptcy Code, 2016". Discuss.
Q9 Write short notes on the following:
(5.5)
a) Takeover regulations
b) Fast Track Merger
(4)
c Investor Protection
(3)
************
Please write your Exam Roll .
No.) Exam Roll No.
iaf
END TERM EXAMINATION
FIFTH SEMESTER LLB] NovEMBER-DECEMBER
Paper Code: LLB-305 -
2016 ****
UNIT-IV
Explain the role of the courts in winding up of a company. When is the name of
Q8
the company removed from the register of companies?
(12.5)
**********
****
Q1 PART-A
Write short notes on the
(a "A company may have following:- (5x5-25)
citizenship". Discuss nationality/domicile or resident but not a
PART-B
UNIT-I
Q2 (a) A public limited company has only seven
being paid up in full. Al the shares of oneshareholders,
all the shares
such shareholder are sold
by the court in an auction and purchased
The conmpany continues to by another shareholder.
carry on its business, thereafter. Discusss
the liabilities of the shareholder of
the company.
(b) The doctrine of ultra vires is a (6.5)
protection to the shareholders of a
company, not to the company, Discuss with the help of relevant case
law.
(6)
Q3 (a) "A promoter is neither an agent nor a trustee of
the company which
he promotes but he stands in a
fiduciary relation with the company".
Discuss the legal position, duties and liabilities of
promoter towards
company. (6.5)
(b) ABC company Ltd intended to buy a rubber estate in UGANDA. Its
prospectus contain the extracts from an expert's report giving the
number of rubber trees in the estate. The report was
inaccurate. Will
any shareholder buying the shares of the company on the basis of the
above representation have any remedy against the
company? Can the
person authorizing the issue of the prospectus escape from the
liability? (6)
UNIT-II
Q4 (a) When public company offer the new shares (further issue of
can a
UNIT-IVV
Q8 (a) Describe the Grounds, on which a
company wind up, is there any
can
new ground, inserted under new Companies Act.
(b) Discus the power of official liquidator to (6.5)
Company. precede the winding up the
(6)
Q9 (a) Elucidate the difference betweer.
Reconstruction and
companies and its procedure. Amalgamation of
(b) How Company does make payment
a
of
(6.5)
liabilities towards its
contributors, workmen, employees etc?
(6)
w***********
LLB-30+
Please wrlte your Exam Roll No.)
Exam Roll No.
**
END TERM EXAMINATIOON
1IA
FIFTH SEMESTER (LLB] DECEMBER-2015
Paper Code: LLB-307
Time:3 Hours Subject: CorporateLaw
Note: Attempt Maximum Marks: 75
any flve questions including Q.no.1 which is compulsory.
Select one question fromn each unit.
Q1 Write short note on the following:
(a) Difference between Public and Private limited (5x5-25)
(b) Statement in lieu of Prospectus. companies.
(c) Statutory share certificate.
(d) Insider Trading.
(e) Liability of past members of a company in winding up.
Unit-I
02 Discuss the key features of an incorporated company. How is it different
from a partnership firm?
(12.5)
03 Write brief note on any two of the
following:
(a) Doctrine of constructive notice. (2x6.25-12.5)
(b) Doctrine of indoor management.
(c) Principles of lifting of corporate veil.
Unit-II
Q4 What are various kinds of Prospectus. Discuss the liabilities for
misstatements in the Prospectus. (12.5)
5 Write short notes on any two of the following:
(2x6.25=12.5)
(a) Statutory provisions for reduction of share capital.
(b) Statutory provisions for conversion into loans debentures into capital.
Remedies ofdebenture holders.
Unit-II
Unit-V
28 What is winding up and consequences of winding up of the Company.
Enumerate various grounds for winding up under the company law.(12.5)
P
SUPPLEMENTARY EXAMINATION
FIFTH SEMESTER LLB] SePTEMBER 2014
Paper Code: LLB-307 Subject: Corporate Law
Time: 3 Hours Maximum Marks:25
Note: Attempt any five questions including Part A which is compulsor.
Select o n e question from each unit of Part B.
PART-A
Q1 Write short notes on the following: (5X5-25)
(a) Public Company
(b) Role of promoters
(c) Underwriting of shares
(d) Articles of Association
(e) Voluntary winding up of a company
PART-B
UNIT-I
ground that company is not bound by the contract entered into prior
to Issuing of certificate of incorporation. Decide, under the provisions
of the OCompanies Act, 1956. Whether the company can be exempted
from the said contractual liability. (6.5)
UNIT-II
the liability y of the company as well as
04 (a) What is Prospectus? Explain (6)
misstatement in a
the Directors in case of
Prospectus.
A Pvt. Ltd. Company issued
certain number of shares as fully paid-up
(b) memorandum af association on the basis of a
to a subscriber to the
him a s consideration towards the
promissory note executed by towards t he
allotment, the company
shares. Sine no money was paid
now (after 5 years
from t he date of allotment) wants to forfeit those
shares. Can the company do so? (6.5)
shares and re-issue such forfeited
the meaning of fully convertible Debenture' and
Q5 (a) Explain clearly In what do they differ from each
partially convertible Debenture. (6)
other?
be complied with before a valid
must
(b) What statutory provisions
the result if an
allotment of shares can þe made? What will be
allotment is made without complying with these provisions? (6.5)
P.T.O.
UNIT-III VIPS
Q6 (a) How the minimum and
are
maximum
number gf diréctars fixed in
company? Can a company vary t he
number of
circumstances when approval of Central itsdirector? Ste
Government is required
increase in the number of directors.
(b) Discuss the legal position in the
(i) A director fails to disclose his following cases: (6.5
interest in a contract in
interested which was
approved at the Board meeting. which he
(i) ABC Ltd.
propose to appoint X, a relative of one of the
the company, as
general manager on a directors (3
monthly remuneration o
Rs.30,000.
07 (3
(a) Explain t he
principle of
Discuss them. Majority Rule'. Are there any
exceptions
(b) Jay Corps Ltd. issued a notice for (6.5
Meeting 7th November 2012. The notice
on
holding of its Annual Genera
was posted to the
on 16th Oct 2012. Some members of
the company members
company had not complied with the alleged that the
1956 and as such the provisions of the Companies Act
meeting was not validly called.
i) Whether the meeting was validly called? Decide:
i) If there is shortfall in the number of 31
short of the days by which the notice falls
statutory requirement, state and explain
days does the notice falls short of the by how many
statutory requirement? (3)
UNIT-IV
Q8 (a) At what time does a
winding up by the court commence? What are the
consequences of winding up order?
(b) ZEN Co. Ltd ceased to
operate its business in the field of its 6)
for 14 months. The
company did not do any business as stated activities
object clause of memorandum of association. in its
holding company by forming two subsidiary Instead, it became a
Company Ltd. and DEN Company Ltd.. companies, viz., BUN
in the pursuit of These companies are
object for which ZEN Company Limited engaged
incorporated. Some members of ZEN Company Ltd. want to was
court for winding up move the
of the company on the ground that the
had suspended its business for company
a whole year. Advice the members.(6.5)
Q9 (a) Distinguish between
amalgamation and reconstruction. Describe
amalgamation in public interest'
(b) "In order to enable an (6)
amalgamation
of transferor and transferee
to take
place, the object clause
should
company be similar" -comment.(6.
LLB-37
sdse uirite your Exam Roll No.)
SUPPLEMENTARY EXAMINATION
FIFTH SEMESTER
[LLB] SErTEMBER 2014
Faper Code: LLB-307
fime: 3 Hours Subjcct: Corporate LaU
Maximum Marks: 75
Note: Attempt any five questions including Part A which is
from each unit of Part B. compulsory.
Select one question
PART-B
UNIT-I
02 a) Advantages and disadvantages of incorporation of public Ltd. Co. (6)
b A company was
incorporated on 10th October 2012. The Company on
15th October 2012 entered into a
contract which created its
contractual liability. The company denies
the said liability on the
ground that company is not bound by the contract erntered into prior
to Issuing of certificate of
incorporation.
of the Companies Act, 1956. Whether the
Decide, under the provisions
company can be exempted
from the said contractual liability.
(6.5)
(a) Discuss the notion of corporate personality in the light of the decision
given in Solomon v Solomon and Co. Ltd.
(b) Elaborate the doctrine of lifting the corporate Veil. How far does (6)it
ensure protection to third
parties? (6.5)
UNIT-II
( a ) What is Prospectus? Explain the liability y of the company as well as
the Directors in case of misstalement in a
Prospectus. (6)
(b) A Pv. Ltd. Company issued certain number ol shares a s
10 a subscriber 1o thc memorandum ol assOCialion
fully paid-up
on the basis of a
promisSory note exccuted by him as considerauion towards the
shares. Sinc money was pajd towards t hC allotmcnt, the
no
PART A
PART B
Indicate the steps to be taken by a company to effect change in the situation of its registered
office.
Q3. (a) Discuss the mode and consequences of incorporation. Effect of pre-incorporation of contract.
(b) Articles of Association of "XYZ PVt. Ltd." provided that Mr. Shyam should be the solicitor of the
company for his life. One day Company dropped this article and removed Mr. Shyam from
service. Can Mr. Shyam compel the company on the basis of article either to reinstate him
or to pay damages for his removal from services?. Decide. Give reason for your answer.
UNITII
Q.4.(a) Discuss with the help of case laws the duties of court to protect interests of creditors and
shareholders.
(b) "Any person who undertakes to take part in the forming of a company is prima facie a
Promoter ofa company". Discuss the legal position ofa promoter in the company
VIPS
Q5.(a) Define share. What do you mean by shareholders'
pre-emptive righ? Discuss the genera
principles of allotment
(b) Comment on class rights under
Company law.
UNIT II
.6. (a) "Majority will have its way, but the minority must be allowed to have its say" Discuss tnis
proposition with reference to prevention of oppression and mismanagement in a company.
(6) A meeting of the Board of Directors of ABC Co. Ltd. due to be held on 30.09.2013 did not
take place due to want of quorum. As a result, the company did not hold any board meeting for
the quarter ended 30.09.2013. Arun filed a complaint that the company has violated
tn
provisions of the Act in this regard. Advice.
On the investigation of the affairs of the company it was showed that the shortage in tne
Q.8 (a) A, a furniture dealer entered into a contract with the company for the furnishing of the ofcesof
the company. The company went into liquidation before it could obtain certificate of
commencement of business. Can A claim the price of the furniture supplied to the company?
(b) Critically evaluate the reconstruction and amalgamation of companies in the light of rece
developments in company law.
***
write your
Exam Roll No.)
Exam Roll No.
END TERM EXAMINATION
FIFTH SEMESTER LLB]
Paper Code: LLB-307
Time: 3 Hourss
DECEMBER 2014
Note:
Subject: Corporate Law
Attempt any flve questions
including Q.No.1 Maximum
compulsory. Select one question
Marks: 75
of Part A which is
from each unit of
Part B..
Q1 Write short notes PART-A
(a) Lifting of the following:- on
PART B
UNIT II
Q4. (a) What is prospectus? When does civil and criminal liability occur in the case of
prospectus?
(b) Define debenture. What are the remedies available to debenture holders.
Q.5. (a) Mr.X is a shareholder of Telco Ltd. He transferred his shares In the name of his frlends Mr.A and
Mr.B and lodged the certificate with the Company. The Company certifled the
transfer and
instead of destroying the orlglnal certificate returned it to X. Later on Mr. X
pledged the share
certificate with a bank and borrowed money on it. Bank claimed the
money from the Company on
the failure of X to repay. The company refused to
pay. Discuss the lablity of the Company with
the help of decided case law.
(b) What are the legal effects of reduction of share capital?
P.T.O.
UNIT III
6. (a) Discuss the powers of directors under the
Company Law with relevant case laws. Are there any
restrictions on powers of Directors, if yes, state with relevant provislons.
(6) The Directors of Steel Authority failed to convene a meeting on the request of its shareholders.
The requisitioned shareholders themselves sent a notice to all the members for a meeting to be
held at the
registered office of the Company. On the day of the meeting, the Managing Director
locked the premises of the registered office. The members convened the
meeting at the near by
..place and resolutions were passed. Discuss whether the meeting and the resolutions passed
were valid or not.
.7. (a) Discuss the recent trends in
Corporate Social Responsibility.
(6) Briefly explain the concept of Insider trading under Company Law: What are the measures
initiated to regulate it under law.
UNIT IV
Q8 (a) What are the different methods of creating reconstruction and
amalgamation under Company
Law? Can a cofmpany be amalgamated if there is provision for such in its Memorandum ?
(b) Minerva Sugar Mills is a private limited Company. It consists of only three members out of
which two of them were the Directors of the Company. The Articles of the Company provided
that if any of the members wants to withdraw from the firm, he would offer his shares to the
other members and if the members refuse to purchase, he is entitled to file for winding up of
the Company. Mr. Ajay one of the members of the firm wanted to withdraw and offered his
shares to the other existing members. They refused to purchase it. Discuss whether Ajay can file
a petition for winding up of the Company.
9. (a) The Company is not dissolved Immediately at the commencement of winding up its corporate
status and powers continue" Discuss. Is there any distinction between winding up ofa
(b) Explain briefilythe just and equitable ground of winding up with relevant case laws.
ww*www*w*****
MERCY CHANCE EXAMINATION
Paper Code: LLB306 SIXTH SEMESTER LLB] JULY-2013
Subject: Corporate Lau-lI
Time: 3 Hours (Batch: 2004)
Note:
Attempt any six questions including Q.no.1 Macimum Marks :75
of Part-A, whlch is
compulsory.
Q1 Write short notes on the PART-A
following: (5x5-25)
a) Powers and functions of the
Competition Commission of India.
(b) Control and
regulation of foreign companies in India.
(c) Anti-competitive Agreements.
(d) Powers and functions of SEBI.
(e) UNCTAD Draft Code of conduct of
Trans-national corporation.
Q2 PART-B
When
What
can an
enterprise be said to have abused its dominant(10x5-50)
are the
prohibitions corttained in the Competition Act, 2002position?
abuse of dominant for the
position?
Q3 Explain briefly the steps to be taken by a
and maintain person resident in India to open
foreign currency
a
account under the Foreign Exchange
Management Act, 1999.
Q4 Elaborate the statement that SEBI
Act, 1992 protects the investors.
Q5 Discuss the functions of the
Development Councils. Constituted under
the Industrial
(Development Regulation) Act, 1951.
Q6 Discuss the law regulating foreign
companies in India.
Q7 Critically examine the main
provisions of the Water (Prevention & Control
of Pollution) Act, 1974 and evaluate its
effectiveness.
Q8 Discuss briefly the law relating to foreign collaboration and Joint
adventure.
M-T(o3/92
Please write youe Exam Rotl No) Esom Rali Nes
PART A
Q1 Write riotes on the following (5x52)
(a) Public and private companios.
(b) Doctrine of constructive notice
(c) Statement in lieu of prospectus
(d) Social responsibilities of a company.
(e) Reconstruction and Amalgamation.
PART B
*
UNIT-
Q2 (a) What is doctrine of ultravires? What are the effects of ultra vires
transactons? (12.5)
(b) Á Cempany purchased and.operated a rice nill beyond its power The r i
was sold to A who paid Hs priceOn its consignment to A, was
discovered that the rice was of inferior quality and hence it nad to be
disposed of at a considerable iossThe conmpany gave him drafts
promising to pay for the 1oss. Shortty afterwardsthe company went to
iquidaton. The auestion which arose here is whether the drafts are
enforceable? Can the consignee recover the amaunt due in the draf
Why?
03What are the &dvantages of incorporation ofa company? (12.5)
A private company incorporated in country A had 25 members A war broke out
between country A and another country While the war was on, he company
had its,Annual General Meetng For the meeting al the membefs had
gathered irn a building A bomb was dropped on the bulding as a result of which
all the members were kied What is the status of tie company after the death of
al! ts members? Explain.
NIT
Wnat is a 'share 7 What are the kinds of shares7 Discuss the rules roiatimg to
4
transterabity of shares (12.6)
P.T.O.
333
END FERM EXANMiNATION
FT5rresTE{LI,DiH)}DECLMER 2007
Pepe Cofa:LLB307
Papar id: 38307 *
Time3
Hours
Note: PartA is conilsary, Attenpt c ive guestions tr)" Part
PARIA
Whte shot notes on tie folovwing
a) Positon of piomcters
b} Dcciine of uitra vires
c) issue shares tit 2disc01n
(3) tosider iradirg
(el Amalgamatior
ARI
3A COmpany is, in law, separele legal entiy, depenaest i
rsi
wio have formme and became tie renbe: Exhal 2
staterment while bigng aut the characteristisn copariy
A COmpany 1 s incorpoatet in Engiand. The copany Cirroa ¥ tR
t s recovry
Geman resident. A compary filed a sut agaist B
trade debts At tinat time thete was outbreak cf xioitd warl. e c e
fine d discUss Menorandum of Assoc'ation o the ru s A
descnbee e limit upon tte povers of ihe Company to ate at a0 0 t
Merncra10um of AeeOciation
cemgares
C isciss ine egal pgvision relatrg to the prospectis of piii
Ao, deserbe the ibbiity of directors fer misstatenenlin piospecus