| 1. |
Comment on any four of the following :
| (i) | Prof. Grower rightly said, “Members may come and go, but the company can go on for ever”. |
| (ii) | ‘Promoters’ though not defined in the Companies Act, 1956, can still be identified and liability can be attached on them. |
| (iii) | Memorandum and articles bind the individual members inter se and the company to the members. |
| (iv) | Every company must hold an annual general meeting in every calendar year. |
| (v) | A company cannot raise deposits for an unlimited amount. |
|
| (5 marks each) |
| 2. |
(a) |
Write short notes on any two of the following :
| (i) | Red-herring prospectus and information memorandum |
| (ii) | Effect of irregular allotment |
| (iii) | Resolution passed by circulation by directors. |
|
| (4 marks each) |
|
(b) |
Distinguish between any two of the following :
| (i) | ‘Shares’ and ‘debentures’. |
| (ii) | ‘Ordinary business’ and ‘special business’. |
| (iii) | ‘Extra-ordinary general meeting’ and ‘annual general meeting’. |
|
| (4 marks each) |
| 3. |
(a) |
Sampath, managing director of a listed company, wants to put a proposal before the Board of directors for reduction of financial year from 12 months to 9 months, i.e., the financial year to end on 31st March, 2006 is proposed to be closed on 31st December, 2005. Before putting the proposal for deliberation to the Board, he wants to understand the legal provisions in this regard. As a company secretary of the listed company, draft a suitable note clarifying the legal provisions involved with regard to reduction of financial year. |
| (8 marks) |
|
(b) |
Whether the State government can object to the transfer of registered office on the ground of loss of revenue to or of employment of citizen of the State? Comment in the light of judicial pronouncements. |
| (4 marks) |
|
(c) |
“A body corporate cannot be a member of a company which is its holding company and any allotment or transfer of shares in a company to its subsidiary shall be void.” Explain the statement and comment on the exception to the said general clause. |
| (4 marks) |
| 4. |
(a) |
In line with the judicial pronouncements, define the term ‘indoor management’. Under what circumstances ‘doctrine of indoor management’ cannot be used as a tool to protect the outsiders against the company ? |
|
(b) |
Give your opinion whether the Registrar of Companies can take balance sheet and profit and loss account on record even if it is not laid before annual general meeting or placed before the extra-ordinary general meeting. |
|
(c) |
“Decision taken by the Board of directors cannot be altered or changed by the shareholders even if they want to approve it with unanimous majority.” Comment. |
|
(d) |
Write a short note on ‘right to inspection of books of account’ by a director or his duly appointed attorney. |
| (4 marks each) |
