This Paper has 45 answerable questions with 0 answered.
| Roll No………… | |
| Time allowed : 3 hours | Maximum marks : 100 |
| Total number of questions : 8 | Total number of printed pages : 2 |
| Note:1. Answer SIX questions including Question No.1 which is compulsory. 2. All references to sections relate to the Companies Act, 1956 unless stated otherwise. |
| 1. | (a) | State, with reasons in brief, whether the following statements are true or false : | |||||
| (i) | The expression ‘body corporate’ appearing in the Companies Act, 1956 does not include a company registered under the Act. | (0) | |||||
| (ii) | A ‘District Court’ can be vested with a restricted jurisdictional power to deal with the matters in the Companies Act, 1956. | (0) | |||||
| (iii) | A company is obliged to send to every member of the company upon his becoming a member a copy each of its memorandum of association and articles of association. | (0) | |||||
| (iv) | Every company which accepts deposits from small shareholders has to suo motu intimate to the Company Law Board default made by it in repayment of such deposits. | (0) | |||||
| (v) | Decision taken in an annual general meeting of a company convened by the company after the expiry of the period prescribed under section 166 are ‘null and void’. | (0) | |||||
| (2 marks each) | |||||||
| (b) | Choose the most appropriate answer from the given options in respect of the following: | ||||||
| (i) | A High Court has exclusive jurisdiction in respect of the matters covered by – (a) Section 211 (b) Section 232 (c) Section 292A (d) Section 391. | (0) | |||||
| (ii) | While issuance of notice of inspection of books of account of a company by the inspector is not mandatory, it is usually issued at least – (a) 7 days before the intended date of inspection (b) 14 days before the intended date of inspection (c) 21 days before the intended date of inspection (d) 28 days before the intended date of inspection. | (0) | |||||
| (iii) | The rights attached to the shares of any class may be varied with the consent in writing of the holders of the issued shares of that class having not less than – (a) 1/3 of the shareholding (b) 1/2 of the shareholding (c) 3/4 of the shareholding (d) 2/3 of the shareholding. | (0) | |||||
| (iv) | In winding–up by the court, the statement of affairs has to be submitted within – (a) 15 days from the date of winding–up order (b) 21 days from the date of winding–up order (c) 30 days from the date of winding–up order (d) 90 days from the date of winding–up order. | (0) | |||||
| (v) | On liquidation of a company, the preferential payment in respect of salary or wages is restricted to – (a) Rs.10,000 (b) Rs.20,000 (c) Rs.50,000 (d) Rs.75,000. | (0) | |||||
| (vi) | In case of buy–back of shares by a listed company, the letter of offer to the shareholders shall be despatched not earlier than – (a) 10 days from its submission to the SEBI in draft form (b) 15 days from its submission to the SEBI in draft form (c) 21 days from its submission to the SEBI in draft form (d) 30 days from its submission to the SEBI in draft form. | (0) | |||||
| (vii) | The initial disclosure by a director or officer of a listed company under the SEBI (Prohibition of Insider Trading) Regulations, 1992 has to be made within – (a) 4 days of the concerned person’s joining the company (b) 7 days of the concerned person’s joining the company (c) 15 days of the concerned person’s joining the company (d) 21 days of the concerned person’s joining the company. | (0) | |||||
| (viii) | The audit committee of a listed company shall meet atleast – (a) 3 times in a year (b) 4 times in a year (c) 5 times in a year (d) 7 times in a year. | (0) | |||||
| (ix) | Under the UK Companies Act, to qualify as a small company, the concerned company shall have in a financial year – (a) A turnover of less than £2.5 million with less than 25 employees (b) A turnover of not more than £2.8 million with not more than 50 employees (c) A turnover of £3 million with less than 100 employees (d) None of the above.ia. | (0) | |||||
| (x) | Statutory auditor of a company in which the Central Government holds 49%m and a government company holds 19% of the paid&ndashup share capital of thecompany, shall be appointed by the – (a) Central Government (b) Members of the company in the AGM by passing ordinary resolution (c) Members of the company in the AGM by passing a special resolution (d) By the Comptroller and Auditor General of India. | (0) | |||||
| (1 mark each) | |||||||
| 2. | Attempt any four of the following : | ||||||
| (i) | "The powers of every Bench constituted by the Company Law Board (CLB) are those vested in a court under the Code of Civil Procedure, 1908." Explain. | (0) | |||||
| (ii) | "Section 633 provides unlimited powers to the court to grant relief in deserving cases to officers of the company from civil as also from criminal liability." Comment. | (0) | |||||
| (iii) | "One or more persons can be appointed as inspector to investigate into the affairs of the company under section 237(b) if the company is not working economically and/or there is a delay, bungling and faulty planning of projects." Comment. | (0) | |||||
| (iv) | "Investor relations is not a one way street and investors have to be on their guard." Explain. | (0) | |||||
| (v) | "A business competitor can present a petition for winding–up of a company engaged in a similar business." Comment. | (0) | |||||
| (4 marks each) | |||||||
| 3. | (a) | Evergreen Ltd. appointed Sunil, an Economics Graduate from Delhi Business School with specialisation in macro credit, as senior management trainee for a period of one year commencing from 1st January, 2008 at a consolidated remuneration of Rs.37,550 per month (inclusive of allowances and perquisites). Sunil is a relative of Abhay, Chairman and Gopalakrishna, Vice–Chairman of the company. | |||||
| (i) | Draft a suitable resolution for approval of members in terms of the provisions of section 314(1). | (0) | |||||
| (ii) | Draft a suitable explanatory statement in respect of the above resolution. | (0) | |||||
| (3 marks each) | |||||||
| (b) | List out the principal points to be kept in mind while drafting petitions, applications, etc., to be submitted to the court. | (0) | |||||
| (4 marks ) | |||||||
| (c) | Re–write the following sentences after filling–up the blank spaces with appropriate word(s)/figure(s) : | ||||||
| (i) | The Additional Principal Bench of the Company Law Board is at ___________ and the State of Maharashtra has _________ Registrars of Companies. | (0) | |||||
| (ii) | The relationship of holding and subsidiary companies under the Companies Act, 1956 is determined by either the test of ___________ or the test of _________. | (0) | |||||
| (iii) | The petition submitted to the court for reduction of share capital has to be advertised in Form No._________ at least __________ days before the date fixed by the court for hearing. | (0) | |||||
| (iv) | While officers of the SEBI can undertake inspection of the books of account of only a listed company in respect of matters covered by section _________ of the Companies Act, 1956 an officer of the Government has unrestricted power of inspection provided he is _____________. | (0) | |||||
| (v) | A producer company, which on registration as such, gets the status of a private company can have more than _________ members but would require atleast _________ members who all are individuals to seek the registration. | (0) | |||||
| (vi) | In terms of the Naresh Chandra Committee’s Report, in calculating the proportion of independent directors in the Board, the nominee directors will be excluded from both the _______ and the __________. | (0) | |||||
| (1 mark each) | |||||||
| 4. | (a) | Assuming you are a director of an unlimited company which has proceeded for winding–up. State the extent of your liability as a director. | (0) | ||||
| (4 marks ) | |||||||
| (b) | Sale of whole of the undertaking of a listed company requires a resolution to be passed by following the procedure laid down for postal ballot under section 192A and the relevant rules. In view of the gravity of the motion, state your opinion with reasons whether such a decision should be taken by postal ballot. | (0) | |||||
| (4 marks ) | |||||||
| (c) | Section 77A(2) specifies inter alia that the ratio of debt owned by the company is not more than twice the capital and free reserves after such buy–back. List out the items to be included in ‘debt’ and ‘equity’ for the purposes of computing the debt–equity ratio. | (0) | |||||
| (4 marks ) | |||||||
| (d) | Mention the key benefits of MCA–21 project. | (0) | |||||
| (4 marks ) | |||||||
| 5. | ‘Just and equitable’ is one of the grounds under section 433 for compulsory winding–up of a company in the Companies Act, 1956. This ground is resorted to when no specific ground for winding-up is efficacious. In other words, this ground represents the last resort in getting relief through winding-up. Elucidate this statement and cite (i) circumstances that may be acceptable to the court; and (ii) circumstances that may not be acceptable to the court, in passing an order for winding–up on ‘just and equitable’ ground. Support your answer with relevant case law. | (0) | |||||
| (16 marks ) | |||||||
| 6. | (a) | Detail the steps involved in securing the sanction of the court to a proposal for reduction in share capital. | (0) | ||||
| (10 marks ) | |||||||
| (b) | Write any three significant points contained in the Secretarial Standard on dividends. | (0) | |||||
| (3 marks ) | |||||||
| (c) | What is directors’ responsibility statement ? State its contents. | (0) | |||||
| (3 marks ) | |||||||
| 7. | (a) | What are the various documents prescribed under the Company Law Board Regulations that are required to be accompanied with petition for alteration of memorandum of association so as to change the place of the registered office from one State to another ? | (0) | ||||
| (8 marks ) | |||||||
| (b) | Balwan holds 5% shares with commensurate voting rights in Beauty Care Ltd., a listed company. Subsequently, he has sold some shares as a result of which his shareholding came down to 4.5% of the total shareholding of the company. Is Balwan required to disclose the details of shares sold by him as a result of which his shareholding fell down to 4.5% of the total shareholding of the company ? | (0) | |||||
| (4 marks ) | |||||||
| (c) | Yash is a director in Priyanka Ltd., a listed company. He has disclosed his shareholding to the company at 5% of the total shareholding. Subsequently he has sold certain shares as a result of which his shareholding came down to 4.5% of the total shareholding of the company. The number of shares involved in the sale is 22,000 and the value of change of his shareholding amounts to Rs.4,40,000. Do you think Yash is required to disclose the details of change in his shareholding in terms of regulation 13(4) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 ? | (0) | |||||
| (4 marks ) | |||||||
| 8. | Distinguish between any four of the following: | ||||||
| (i) | ‘Director’ and ‘deemed director’. | (0) | |||||
| (ii) | ‘Acceptance of deposits by a non–banking non–financial public company’ and ‘acceptance of deposits by a non’banking non–financial private company’. | (0) | |||||
| (iii) | ‘Annexe’ and ‘attach’ in the context of annual financial statements of accounts. | (0) | |||||
| (iv) | ‘Winding–up’ and ‘dissolution’. | (0) | |||||
| (v) | ‘Single structure’ and ‘two–tier structure’ of the Board of directors. | (0) | |||||
| (4 marks each) | |||||||
