Monday, May 20, 2019

Gauhati University Question Papers: Corporate Law (Nov-Dec’ 2015)


2015
CORPORATE LAW
Full Marks: 80
Time: 3 hours
(The figures in the margin indicate full marks for the questions)
1. (A) Choose the most appropriate answer from the given options in respect of the following:  1x10=10

1)         The benefits under which is the following doctrine is not available to the company when the knowledge of irregularity in company contract becomes conspicuous.
a)         Doctrine of Ultra Vires.
b)         Doctrine of Caveat Emptor.
c)          Doctrine of Constructive Notice.
d)         Doctrine of Indoor Management.
2)         The preferred pricing mechanism under book building of shared closely resembles to:
a)         Market value of based pricing.
b)         Net asset value based pricing.
c)          Reference pricing.
d)         Bid pricing.
3)         What is the maximum number of directors a public limited company may have in its Board of Directors?
a)         5
b)         7
c)          12
d)         15
4)         What is the Maximum number of months that a company gets for holding first Annual General Meeting after the date of incorporation?
a)         12 months.
b)         15 months.
c)          18 months.
d)         20 months.
5)         Which one of the following documents cannot be electronically filed by a company with the Registrar of Companies as per directive of Ministry of Company Affairs, Government of India ?
a)         Issue of certified copies.
b)         Filling of annual return and balance sheet.
c)          Winding up procedure.
d)         Registration of charges.
(B) State whether the following statements are correct or not:                                                                                                                                                                                        1x5=5
1)         Under Indian Companies Act the position of ‘Managing Director’ is at par with the position of a ‘Manager’.
2)         Although an artificial person, the company has all the rights of a natural person.
3)         Mere shareholder ship is enough for voting in company general meeting.
4)         Minutes of a company general meeting is always signed by the Secretary of the company.
5)         A promoter of a company can never become a director.
2. Answer the following briefly:                                                             2x5=10
a)         State the meaning of the Doctrine of Ultra Vires in the context of object clause of memorandum.
b)         State the meaning of the term ‘Red Herring Prospectus’.
c)          Name a type of company where there may not be a shareholder and also state the other position that can be seen in such companies in lieu of shareholder.
d)         Name the person/persons who may apply to the Company Law tribunal against oppression and mismanagement in a company.
e)         Who can convene the extraordinary general meeting of a company?
3. Write brief answers to the following:                                                           4x5=20
a)         State the principal functions of a Company Secretary.
b)         State the various types of shares which a company may issue to investors.
c)          Discuss the characteristics of a fixed and a floating charge.
d)         State the functions and the powers of a Chairman in a shareholders meeting of a company.
e)         Discuss the provisions of Companies Act relating to payment of maximum managerial remuneration.
4. Explain the necessity of setting out clearly the objects in the Memorandum. By what method and within what scope may the object clause be altered? To what extent of a company can undertake business activity not expressly set out in the object clause?                             4+4+2=10
Or
State the documents to be filed with the Registrar at the time of incorporation of a company. Also state the legal consequence of pre-incorporation contract.                                 5+5=10
5. What is the statutory limitation to the borrowing powers of Director’s of a company? Also state the remedies available to debenture holders for realization of their security.               5+5=10
Or
State the civil and criminal liabilities of a director for miss-statement in prospectus. Also state the significance of underwriting contract in the issuance of shares.                            5+5=10
6. (a) Distinguish between issue of “rights shares” and issue of “sweat equity shares”.
(b) Explain the provision of Companies Act relating to buy-back of shares by a company.   5+5=10
Or
“Directors are not only agents but also in some sense trustees of the company.” Comment Also state the definition of an independent director as per Companies Act, 2013.                5+5=10
7. How is the Quorum for an annual general meeting of a company fixed? Also discuss the procedure of a meeting in absence of Quorum. Is a proxy counted in number for fixing up Quorum?                                                                                                                                                           5+3+2=10
Or
Discuss the procedure of appointing a Managing Director to a company under the Companies Act. Also state the number of companies in which a person can become a Director and a Managing Director at the same time             7+3=10

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