1. What is meant by the "Corporate Veil"? Under what specific circumstances can this veil be lifted by courts or statutory provisions? Explain with landmark references.

2. Define a Public Company and a Private Company. What are the explicit privileges and exemptions enjoyed by a private company under the Act? Also, outline the procedure for converting a private company into a public company (or vice versa).

3. Who is a promoter? Discuss the functions, legal position, duties, and liabilities of a promoter toward a pre-incorporated company.

1. Define the Memorandum of Association. Explain the different mandatory clauses included in the MoA and the detailed procedure for altering the Name or Object clause.

2. Explain the "Doctrine of Indoor Management" along with its essential exceptions. Differentiate it from the "Doctrine of Ultra Vires" using suitable real-world corporate examples.

3. What is a Deemed Prospectus? Differentiate between a Shelf Prospectus and a Red Herring Prospectus, and discuss the civil and criminal liabilities arising out of a misstatement in a prospectus.

1. What do you understand by the forfeiture of shares? What are the strict legal rules, operating procedures, and ultimate effects of a valid forfeiture?

2. Distinguish clearly between a member and a shareholder of a company. Explain the various operational modes through which an individual can acquire or cease membership in a company.

3. What do you mean by the buyback of shares, and what statutory conditions must a company satisfy to implement it? Differentiate clearly between Rights Shares and Bonus Shares.

1. Who can be validly appointed as a director of a company? Discuss the qualifications, disqualifications, and the civil and criminal liabilities of directors toward the company and third parties.

2. Define the term 'Secretary' under the Companies Act. Detail the primary statutory duties, contractual frameworks, and overall liabilities of a Company Secretary.

3. What is a company resolution? Explain the detailed differences between an Ordinary Resolution and a Special Resolution, mapping out the specific corporate purposes for which each type is legally required.

1. What is the winding up of a company and how does it differ from dissolution? Discuss the "Just and Equitable" grounds under which a Tribunal will issue a compulsory winding up order.

2. State the provisions and rules under the Companies Act regarding the declaration and payment of final dividends. How do these rules differ when declaring an Interim Dividend?

3. Explain the statutory provisions relating to a company audit. Discuss the qualifications, disqualifications, and fundamental rights of an auditor under the Companies Act.

Sweat Equity Shares (Dec 2025, June 2024, Dec 2022, Dec 2021)

Interim Dividend Rules (Dec 2025, June 2023, Dec 2021)

Quorum & Proxies for General Meetings (Dec 2025, June 2025, Dec 2023, June 2022)

National Company Law Appellate Tribunal (NCLAT) (Dec 2024, Dec 2023, Dec 2022)

Deemed Prospectus Provisions (Dec 2025, June 2023, Dec 2021)

1. Nature, Characteristics & Corporate Veil:

a) "A company is an artificial person created by law with a perpetual succession and is different from the members constituting it." Comment. [Dec 2025 (20 Marks), June 2024 (10 Marks)] [Dec 2022 (10 Marks), June 2022 (10 Marks)]

b) Describe the concept of Corporate Veil. Under what circumstances can this veil be lifted? Explain. [Dec 2021 (20 Marks), June 2025 (5+5 Marks), Dec 2021 (BCOE-108) (2+8 Marks) [Dec 2023 (10 Marks)]

2. Types of Companies & Associations:

a) Discuss different types of companies on the basis of (a) incorporation, (b) liability, and (c) control. [Dec 2024 (20 Marks)] [Dec 2025 (5 Marks)] [Dec 2021 (BCOE-108) (5 Marks)]

b) Define a public company and Private Company. What are the steps necessary for conversion of private company into public company? Distinguish between a public company and a private company. [Dec 2023 (10 Marks), June 2023 (10 Marks), June 2024 (4 Marks - Definition)] [June 2023 (2+8 Marks)]

c) What privileges and exemptions are available to a private company? Describe the procedure of converting a public company into a private company. [Dec 2025 (15 Marks), Dec 2023 (10 Marks), June 2024 (16 Marks)] [Dec 2021 (8 Marks)]

d) Distinguish between company and limited liability partnership. [Dec 2022 (10 Marks)]

e) What are illegal associations? What are the consequences of forming such associations? [June 2024 (2+8 Marks), June 2022 (10 Marks), Dec 2021 (BCOE-108) (5+5 Marks)]

3. Promoters & Formation:

a) Who is a promoter of a company? Discuss the functions and legal position of a promoter. [Dec 2024 (2+10+8 Marks)] [Dec 2023 (10 Marks)]

b) Explain the duties and liabilities of a promoter. [Dec 2022 (20 Marks), June 2022 (20 Marks)]

c) What do you mean by incorporation of a company? What are the effects of registration of a company? [Dec 2021 (2+10 Marks)] [Dec 2025 (5 Marks)]

d) Short Note: Pre-incorporation contracts / Preliminary Contracts. [June 2024 (10 Marks), Dec 2021 (BCOE-108) (5 Marks)]

e) Short Note: Formation of a company. [Dec 2022 (10 Marks)]

1. Memorandum of Association (MoA):

a) What do you mean by Memorandum of Association? What are its purpose? Enumerate the different clauses of Memorandum of Association. [Dec 2025 (20 Marks), June 2024 (4+16 Marks), Dec 2021 (BCOE-108) (2+8 Marks)]  [June 2023 (5+15 Marks), June 2022 (20 Marks)]

b) Describe the procedure for alteration of various clauses of MOA? [Dec 2023 (5+10+5 Marks)] [June 2025 (5 Marks)]

c) Distinguish between Memorandum of Association and Articles of Association. [Dec 2021 (10 Marks)]

2. Articles of Association (AoA) & Doctrines:

a) Explain the content of Articles of Association. What are the limitations on power to alter Articles of Association? [June 2025 (20 Marks)]

b) Explain the meaning and purpose of Articles of Association. Discuss the binding effect of Memorandum and Articles. How far are they binding on outsiders? [Dec 2022 (5+10+5 Marks), June 2022 (6 Marks - Meaning & purpose only)]

c) What is the meaning and purpose of 'Articles of Association'? Explain the doctrine of indoor management. Are there any exceptions to this doctrine? If yes, explain. [Dec 2024 (4+8+8 Marks), June 2022 (14 Marks), June 2023 (10 Marks - Short Note)]

d) Illustrate the doctrine of ultra vires and Doctrine of constructive notice with suitable examples. [June 2025 (10 Marks), Dec 2021 (10 Marks), Dec 2024 (10 Marks - Short Note), Dec 2021 (BCOE-108) (5 Marks - Short Note)] [June 2025 (5 Marks)]

3. Prospectus & Capital Raising:

a) What is a deemed prospectus? Explain the provisions of Companies Act, 2013 with respect to deemed prospectus. [Dec 2025 (10 Marks), June 2023 (10 Marks), Dec 2021 (10 Marks - Short Note)]

b) Explain shelf prospectus and red herring prospectus. [June 2023 (10 Marks)]

c) When prospectus is not required to be issued? Explain. [June 2025 (5 Marks)]

d) What is book building? Discuss the advantages of book building. [June 2024 (5+5 Marks)]

e) Misstatement in a prospectus, GDR. [Dec 2024 (10 Marks)] [Dec 2023 (10 Marks)]

1. Types of Shares & Debentures:

a) What are different types of shares which a company can issue? Explain "Equity shares with differential rights as to voting, dividend or otherwise". Can a company issue non-voting shares? [Dec 2025 (8+7+5 Marks)]

b) What are preference shares? Explain different types of preference shares. [Dec 2024 (2+8 Marks)]

c) Differentiate between equity and preference shares. Also explain the rules relating to issue and redemption of preference shares. [June 2025 (5+5+5 Marks), Dec 2023 (10 Marks - Rules for preference shares only)]

d) What are sweat equity shares? What are the conditions for issuing sweat equity shares? [June 2024 (12 Marks), Dec 2021 (10 Marks), Dec 2025 (5 Marks - Short Note), Dec 2022 (10 Marks - Short Note)]

e) Distinguish between a share and a debenture. [June 2024 (8 Marks), June 2022 (10 Marks)]

f) Distinguish between Share and Stock. [June 2022 (10 Marks)]

g) Explain the meaning, features and different types of debentures. [June 2023 (2+6+12 Marks)]

2. Allotment, Premium & Capital Management:

a) What is allotment of shares? Explain the general and legal rules for the allotment of shares. Also discuss about the procedure of allotment. [June 2023 (4+8+8 Marks), June 2025 (10+5 Marks - Rules & procedure)]

b) What is private placement of shares? Discuss the conditions to be satisfied for private placement of shares. [Dec 2021 (10 Marks)]

c) What do you mean by buyback of shares? From what sources the company can buy its own shares? Discuss the conditions for the buyback of shares. [Dec 2024 (4+4 Marks), June 2022 (3+5+12 Marks)]

d) Distinguish between rights shares and bonus shares. [Dec 2024 (10 Marks), Dec 2021 (10 Marks)]

e) What do you mean by issue of shares at a premium? State the purpose for which the share premium amount can be utilised. Enumerate the rules for issue of shares at a premium. [Dec 2023 (10 Marks), Dec 2021 (BCOE-108) (5 Marks)]

f) Short Note: Minimum subscription. [Dec 2025 (5 Marks), Dec 2021 (BCOE-108) (5 Marks)]

3. Forfeiture, Transfer & Transmission:

a) What is forfeiture of shares? What are the legal rules/procedure and effects of forfeiture? Can such shares be reissued? How is it different from surrender of shares? [Dec 2021 (4+12+4 Marks), Dec 2024 (2+4+6 Marks), June 2025 (5 Marks - Short Note), Dec 2021 (BCOE-108) (3+5+2 Marks)]

b) What is transfer of shares? Explain the procedure for effecting transfer of shares. Discuss the power of the Board of Directors to refuse the registration of transfer of shares. [Dec 2022 (2+12+6 Marks)]

c) Differentiate between transfer and transmission of shares. [June 2023 (10 Marks)]

d) What is blank transfer? State the evils associated with blank transfer. [Dec 2023 (10 Marks)]

e) What is forged transfer? What are its consequences? [June 2024 (4+6 Marks), Dec 2023 (10 Marks)]

4. Membership:

a) What do you mean by member of a company? Explain the rights of a member of a company. When does a member cease to be the member of a company / explain the various ways when a person may cease to be a member? [Dec 2024 (2+10+8 Marks), June 2023 (10 Marks - Ceasing to be member), June 2025 (5 Marks - Definition)]

b) Distinguish between a member and a shareholder. What are different modes of becoming a member in a company? Explain. [Dec 2023 (5+15 Marks), June 2025 (5 Marks - Difference only), Dec 2025 (5 Marks - Short Note)] [Dec 2021 (10 Marks), June 2025 (10 Marks)]

1. Directors & Managerial Personnel:

a) Who is a director of a company? Who can be appointed as a director of a company? Explain the qualifications and disqualifications of a director. [Dec 2022 (4+4+12 Marks), Dec 2024 (4 Marks - Appointment), Dec 2023 (20 Marks - Appointment & liabilities)]

b) Discuss the powers and duties of a Director. [Dec 2021 (20 Marks)] [June 2024 (12 Marks)]

c) Explain the liabilities of directors towards the company, towards third parties, and criminal liability. Can a company be appointed as a Director? [June 2025 (10+5 Marks), Dec 2024 (8+8 Marks), June 2023 (20 Marks), Dec 2021 (BCOE-108) (8+2 Marks)]

d) Explain in brief the limitations under the Companies Act regarding payment of remuneration to the managerial personnel. What is not included in it? [Dec 2025 (12 Marks), Dec 2022 (4+6 Marks)] [Dec 2021 (10 Marks)]

e) Appointment and Removal of a Director. [June 2022 (10 Marks)]

f) What is Insider trading? Why is it illegal? [Dec 2025 (5+3 Marks), June 2024 (10 Marks - Short Note)]

2. Company Meetings & Resolutions:

a) Discuss in detail the types of company meetings of shareholders. [Dec 2025 (20 Marks)]

b) What is Annual General Meeting? What is the purpose of holding it? Enumerate the rules regarding Annual General Meeting. Can it be held at any time and at any place? [Dec 2024 (2+3+15 Marks), Dec 2021 (BCOE-108) (2 Marks)]

c) What is an extraordinary general meeting? How can it be convened? [Dec 2023 (12 Marks)]

d) Explain the requisites of a valid meeting. [June 2022 (12 Marks)]

e) Who is a Chairman? Why is a Chairman necessary for the meeting? [June 2024 (2+4 Marks)]

f) What is a resolution? Explain different types of resolutions passed in General Meetings and for what purpose they are required? Explain purpose of each type of resolution. [June 2024 (2+12 Marks), June 2023 (8+6 Marks), June 2025 (5 Marks - Passed at AGM), Dec 2021 (BCOE-108) (8 Marks)] [June 2022 (8 Marks)]

g) Explain the rules regarding notice of general meeting. [June 2023 (6 Marks)]

h) Short Note: Quorum, Proxy, Board Meetings. [June 2024] [Dec 2025 (5 Marks), Dec 2023 [June 2025 (5 Marks), June 2022 (10 Marks), Dec 2025 (5 Marks)]

3. Company Secretary:

a) Define the term 'Secretary' under Companies Act. Who can be appointed as a Secretary of the company? Discuss the statutory, contractual, and general liabilities of a company secretary in detail. [June 2024 (2+2+16 Marks), Dec 2025 (10 Marks - Liabilities only), June 2022 (20 Marks - Liabilities only), Dec 2023 (20 Marks - Duties and liabilities)]

b) How is the Secretary of a company appointed? Also explain the procedure for his/her removal. What are the duties of a Company Secretary? [June 2025 (5+5+10 Marks)]

c) Short Note: E-filing of documents, Company Secretary / Position of a Company Secretary. [June 2023 (10 Marks), Dec 2021 (BCOE-108) (5 Marks)] [June 2025 (5 Marks)]

1. Dividends:

a) What are the provisions/rules under the Companies Act regarding declaration and payment of dividend? [June 2025 (5 Marks), Dec 2022 (10 Marks)]

b) What is interim dividend? Discuss the provisions under the Companies Act relating to interim dividend. [Dec 2021 (10 Marks), June 2023 (10 Marks - Short Note), Dec 2025 (5 Marks - Short Note)]

2. Accounts & Audit:

a) In the books of accounts of a company, how many types of records should be maintained? Discuss the inspection of Books of Accounts of a company. Who are the persons responsible for keeping books of accounts and what is the punishment for non-compliance? [June 2025 (8 Marks), Dec 2022 (6+6 Marks)]

b) What all accounts and statements are included in financial statements? [Dec 2025 (5 Marks)]

c) Explain the provisions relating to audit. What are the rights of an auditor? Who cannot be appointed as an auditor? [Dec 2025 (10+5 Marks), Dec 2022 (8 Marks - Disqualifications)]

d) What are the contents to be included in auditor’s report? [June 2025 (12 Marks)]

e) Describe the role and structure of audit committee of a company. [June 2024 (8 Marks)]

3. Winding Up:

a) What is winding-up of a company? How is it different from dissolution? Explain the procedure for winding-up of a company. [Dec 2022 (4+6+10 Marks), June 2025 (5 Marks - Short Note on difference)] [June 2024 (10 Marks), June 2023 (10 Marks)]

b) What is compulsory winding up? State the circumstances/grounds under which the Tribunal can order such winding up of a company ("Just and Equitable" grounds). [Dec 2021 (10 Marks), Dec 2021 (BCOE-108) (3+7 Marks), June 2022 (10 Marks - Short Note)]

c) Short Note: National Company Law Tribunal (NCLT) / Appellate Tribunal (NCLAT), Whistle Blowing. [Dec 2024 (10 Marks), Dec 2023 (10 Marks), Dec 2022 (10 Marks), Dec 2021 (10 Marks)]

Focus intensively on these recurring short note concepts for your compulsory section targets:

1. Sweat Equity Shares (Dec 2025, June 2024, Dec 2022, Dec 2021)
2. Interim Dividend Rules (Dec 2025, June 2023, Dec 2021)
3. Quorum & Proxies for General Meetings (Dec 2025, June 2025, Dec 2023, June 2022)
4. National Company Law Appellate Tribunal (NCLAT) (Dec 2024, Dec 2023, Dec 2022)
5. Deemed Prospectus Provisions (Dec 2025, June 2023, Dec 2021)

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