CS Inter :: Company Laws : December 2005

Roll No…………………
Time allowed : 3 hours Maximum marks : 100
Total number of questions : 8 Total number of printed pages : 2
NOTE : Answer SIX questions including Question No.1 which is compulsory.
1. Attempt any five of the following :
(i)Mention the provisions relating to change in the name of a company.
(ii)Explain the provisions for transfer of unclaimed dividend.
(iii)State the provisions regarding registration and modification of charges.
(iv)"Company has an independent existence apart from its members." Comment.
(v)

Abhijeet is a shareholder of Kutumb Ltd. On receipt of notice of an annual general meeting to be held on 28th September, 2004, Abhijeet issued a proxy in favour of Baljeet on 25th September, 2004. Abhijeet again issued another proxy in favour of Charanjeet on 26th September, 2004. Both Baljeet and Charanjeet attended the meeting on 28th September, 2004. Decide who is entitled to vote on a poll.

(vi)

Clover Ltd. has received a notice from its shareholders holding in all 8% of the paid-up capital for the removal of one of the directors. Advise the company.
(4 marks each)
2. (a)

GCL Ltd., a listed company, wants to increase its paid-up capital through private placement basis. Before placing the proposal to the Board of directors for formal approval, the managing director of the company would like to understand the legal provisions pertaining to the following issues :
(i)Restrictions on the quantum of preferential allotment.
(ii)Criteria for pricing of the proposed issue.
(iii)Restriction on currency of instrument.
(iv)Financial commitment necessary from the promoters/financial institutions.
As a company secretary of the GCL Ltd., write a brief note to the managing director focusing on the above issues.
(8 marks)
(b)

"Green shoe option is a mechanism for stabilising the post-issue price of the shares." Comment in the light of the SEBI guidelines.
(8 marks)
3. (a)

Discuss the powers of the Board of directors which can be exercised only by means of resolution passed at a meeting of the Board.
(6 marks)
(b)

"A loan given to the wife of the managing director who is a bona fide employee of the company need not necessarily be treated as loans given to relatives of directors of the company." Comment.
(5 marks)
(c)

Explain the position of an interested director in the light of the provisions of section 300
(5 marks)
12/2005/ICL P.T.O.


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4. (a)

Balance sheet of ABC Ltd. as at 31st March, 2004 shows the following liabilities
Paid-up capital
Reserves and surplus
Reserves for redemption of debentures		 Rs. 10 crore.
Rs. 20 crore.
Rs. 5 crore.

The company has already advanced to the following companies :
XYZ Ltd. — Rs. 6 crore.
MNO Ltd. — Rs. 2 crore.
ABC Ltd. has given corporate guarantee of Rs. 5 crore to STU Ltd.
PQR Ltd. has approached ABC Ltd. for inter-corporate loan of Rs. 8 crore.
As the Company Secretary of ABC Ltd., advise the management on the limits of making loans and inter-corporate investments.

(6 marks)
(b)

Discuss the law relating to acceptance of deposits by non-banking non-financial companies.
(10 marks)
5. (a) Bring out the distinguishing features of debentures and preference shares as a sources of finance.
(6 marks)
(b) Write notes on any two of the following :
(i) Register of members as a prima facie evidence of membership
(ii)Pledging of securities in dematerialised form
(iii)Signing of the Board's report.
(5 marks each)
6. (a) Explain the provisions relating to 'buy-back of shares'.
(10 marks)
(b)

Following information is available from the audited balance sheet of Short Cut Ltd. as at 31st March, 2004 :
Paid-up share capital
Share premium account
General reserves
Secured loans
Unsecured loans		 Rs. 500 lakh
Rs. 100 lakh
Rs. 800 lakh
Rs. 500 lakh
Rs. 400 lakh

The company plans to buy-back its shares. Compute the maximum limit upto which the company can buy-back its shares.
(4 marks)
(c)

Whether the buy-back of shares amounts to reduction of share capital?
(2 marks)
7. (a)

Explain the provisions of the Companies Act, 1956 relating to protection of interests of minority shareholders.
(16 marks)
8. (a)

State the provisions relating to payment of maximum remuneration to managerial personnel.
(8 marks)
(b)

Explain the doctrine of cypres.
(4 marks)
(c) Explain the law relating to alternate directors.
(4 marks)

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12/2005/GCL

 

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