This Paper has 24 answerable questions with 0 answered.
| Roll No…………… | |
| Total No. of Questions — 14] | [Total No. of Printed Pages — 3 |
| Time Allowed : 3 Hours | Maximum Marks : 100 |
| Section – A | |
| Question Nos. 1, is compulsory. Out of remaining questions in Section A, Answer any six questions. | |
| Marks |
| 1. | Answer any two of the following: | |||||
| (a) | P, son of A, who is the Managing Director of ABC Limited, proposes to give his flat on lease to the company .The paid–up share capital of ABC Limited is Rs.10 crores. Advise the company explaining the restrictions, if any, under the Companies Act, 1956. | 5 | (0) | |||
| (b) | A Government company holds 49% of the subscribed share capital in Smart & Co. Ltd. Mr. R has been appointed as the auditor at the Annual General Meeting of Smart & Co. Ltd through an ordinary resolution. Certain members of the company object to this appointment on the ground that the appointment of auditors is violative of the provisions of the Companies Act, 1956. Examine the legal position with reference to the relevant provisions of the Companies Act, 1956. | 5 | (0) | |||
| (c) | Audit Accounts of a public company are not available. Examine the possibility of filing unaudited accounts with the Registrar of companies with reference to the relevant provisions of the Companies Act, 1956. | 5 | (0) | |||
| 2. | (a) | Examine the validity of the resolution passed at the Annual General Meeting of a public company for payment of dividend at a rate higher than that recommended by the board of directors. Is it possible for the board of directors of the company to revoke the dividend declared at the Annual General Meeting? | 5 | (0) | ||
| (b) | The board of directors of XYZ Limited having paid–up share capital of Rs. 6 crores and free reserves of Rs.3 crores proposes to increase the sitting fee which is at present Rs.5,000. They seek your advice about the maximum amount upto which the sitting fee may be increased without seeking the approval of the Central Government. Advise explaining the relevant provisions of the Companies Act, 1956. | 5 | (0) | |||
| 3. | (a) | The board meeting of MNO Ltd. was held on 10th May,2008 at Chennai at 11a.m. At the time of starting the board meeting the number of directors present were 7.The total number of directors were 10. The board transacted ten items in the board meeting. At 12 noon after the completion of four items in the agenda 4 directors left the meeting. Examine the validity of these transactions explaining the relevant provisions of the Companies Act, 1956. | 5 | (0) | ||
| (b) | An inspector was appointed under Section 235 of the Companies Act, 1956 to investigate the affairs of a public company. Mr. WM, the works manager of the company, who is aware of certain misdeeds of the management, desires to know whether he is entitled to any protection against dismissal by the company, if he discloses the misdeeds during the course of examination by the inspector. Advise him explaining the relevant provisions of the Companies Act, 1956. | 5 | (0) | |||
| 4. | (a) | A scheme of amalgamation was approved by overwhelming majority of members of both the merging companies. The exchange ratio was fixed by a firm of reputed Chartered Accountants. When the scheme of amalgamation was awaiting sanction of the court, a small group of members of one of the merging companies raised objection on the ground that the exchange ratio was unfair. Examine with reference to decided case law whether the objection is likely to be sustained. What would be your answer in case similar objection was raised by the Central Government? | 5 | (0) | ||
| (b) | The issued, subscribed and paid up capital of OPM Limited is Rs.5 crores consisting of 50,00,000 equity shares of Rs.10 each. The company has 700 members. A petition was made to the appropriate authority duly signed by 80 members holding 2,50,000 equity shares of the company seeking relief against oppression and mismanagement. Subsequently 20 of them withdrew their consent. Examine with reference to the relevant provisions of the Companies Act, 1956 and decided case law whether the petition is maintainable. | 5 | (0) | |||
| 5. | (a) | Under what circumstances shall it be deemed that the substratum of a company has gone? A company has ceased to carry on two of the ten business stated as the main objects of the company. Examine whether the company can be wound up on the ground that substratum of the company is gone. | 5 | (0) | ||
| (b) | What is meant by a "Sick industrial company" under the Companies Act, 1956? Whether the provisions of the Companies Act, 1956 relating to "Sick industrial company" are applicable to Government companies. | 5 | (0) | |||
| 6. | (a) | A producer company wants to amend its Memorandum and Articles of Association. The director of the company approaches you for advice in this regard. Advise the director about the procedure to be followed for amending the Memorandum and Articles of Association of the company. | 5 | (0) | ||
| (b) | Indian citizens incorporated a company in U.K. for the purpose of carrying on business there. Examine with reference to the relevant provisions of the Companies Act, 1956 whether it is a "Foreign Company". What would be your answer in case the U.K. company was incorporated by a company registered in India? | 5 | (0) | |||
| 7. | (a) | Mr. X a Director of XYZ Limited received a show–cause notice from the Registrar of Companies for an offence under Section 297 (1) of the Companies Act, 1956 in respect of certain contracts entered into with the company without the approval of the Central Government. The offence is punishable with fine only under Section 629A of the Act. He seeks your advice whether he can take steps for getting the offence compounded either before or after the prosecution is launched. Advise him explaining the effect of compounding of offence either before or after institution of prosecution. | 5 | (0) | ||
| (b) | Mr. X applied to the Central Government for allotment of Director Identification Number. What are the obligations of Mr. X and the companies in which he is appointed as a director, after “DIN†is allotted to him, under the Companies Act, 1956 and the rules made thereunder? | 5 | (0) | |||
| 8. | (a) | Mr. Suresh, an additional director appointed by the board of directors of a public company, is proposed to be appointed as a regular director in the Annual General Meeting. Explain the requirements under the Companies Act, 1956 to give effect to the proposed appointment. | 5 | (0) | ||
| (b) | Shri J is already the managing director of two companies viz., M/s ABC Ltd. and M/s CBA Ltd. M/s DEF Ltd. wants to appoint shri J as the managing director of their company for a period of five years from 1.12.2008. You are required to prepare a draft board resolution for the appointment of Shri J as managing director of M/s DEF Ltd., taking into consideration the requirements under the Companies Act, 1956. | 5 | (0) | |||
| Section — B |
| Question No. 9 is compulsory. Out or remaining questions in Section B, answer any four questions. |
| 9. | Answer any one of the following: | |||||||||||
| (a) | A company proposes to make a public issue of equity shares for financing its project through book building process. It proposes to fix the floor price of the share at Rs.500 for a share of Rs. 10. Answer the following with reference to SEBI (Disclosure and Investor Protection) guidelines: What is the price band that may be indicated in the red herring prospectus? If the company wants to lower the floor price during the bidding period in order to increase the response to the issue, state the conditions subject to which such revision can be made. | 6 | (0) | |||||||||
| (b) | Explain clearly the meaning of the term "Green shoe option" in relation to a public company going for public offer of equity shares. What disclosures is such a company required to make in the draft red herring prospectus in accordance with SEBI (Disclosure and Investor Protection) guidelines? | 6 | (0) | |||||||||
| 10. | Mr. Basu desires to draw foreign exchange for the following purposes:
Advise him, whether he can get foreign exchange and, if so, under what conditions. | 6 | (0) | |||||||||
| 11. | The Competition Act, 2002 deals with the agreement. Differentiate between Horizontal Agreement and Vertical Agreement. | 6 | (0) | |||||||||
| 12. | In what way does the Reserve Bank of India regulate the determination of loans and advances which can be made by a Banking Company under the Banking Regulation Act, 1949? Explain. | 6 | (0) | |||||||||
| 13. | Enumerate the obligations of banking companies under the Prevention of Money Laundering Act, 2002. | 6 | (0) | |||||||||
| 14. | Explain the ‘Rule of reasonable construction’ as may be applied in determining whether a particular act of a director of a company is ‘ultra vires’ or &lsqu;intra vires’ of the objects of the company. | 6 | (0) | |||||||||
