CS Final :: Advanced company law & practice : December 2003

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.

Comment on any four of the following :

(i)	A company registered under the Companies Act, 1956 can become a partner of a partnership firm, but a partnership firm cannot become a member of a company.
(ii)	The Registrar of Companies can make inquiries regarding matters of functioning of a company only on the basis of scrutiny of papers and documents and in particular the balance sheet and the profit and loss account filed by the company with the Registrar.
(iii)	In matters of investigation into affairs of a company, the central government has only a discretionary power to order the investigation and that too is restricted to the company concerned
(iv)	Privileged access to sensitive information, insider trading and destabilisation of capital market are naturally linked to each other, but not necessarily in the order as given above.
(v)	The perspectives of institutional investors and those of individual investors in promoting shareholders’ democracy are identical, i.e., good profitability of the company, good return from the investment in the company and unhindered growth of the company.

(20 marks)

XY Ltd. having its registered office at New Delhi and works at Kota in Rajasthan desires to shift its registered office to Kota. Draft a petition to be made to the appropriate bench of the Company Law Board. Also indicate the documents and papers required to be annexed to the petition.

(16 marks)

(a)

List out the salient points which may be of use for conducting inspection of accounting records of a public limited company.

(6 marks)

(b)

Classify various companies eligible for registration under the Companies Act, 1956 on the basis of (i) members’ liabilities; and (ii) nature of ownership; with brief narration.

(10 marks)

Compare and contrast any four of the following:

(i)	‘Board committee’ and ‘committee of management’
(ii)	Structure and functions of the Board of directors in the United Kingdom and the United States of America
(iii)	‘Official liquidator’ and ‘liquidator’
(iv)	‘Declaration of solvency for buy-back of shares’ and ‘declaration of solvency in the context of winding-up’
(v)	Audit committee under the Companies Act, 1956 and the listing agreement

(4 marks each)

P.T.O

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5.	Elucidate?
	(i)	Producer companies constitute a new class of companies with new orientation
	(ii)	Investor services are a pre-requisite to positive investor relations
(8 marks each)
6.	(a)	Ram and Shyam Ltd., a listed company, desires to sell one of its undertakings. Draft appropriate resolution for obtaining the approval of the members by postal ballot.
(6 marks)
	(b)	Discuss the salient features of the (i) Narayana Murthy Committee Report on corporate governance; and (ii) R.D. Joshi Committee Report.
(10 marks)
7.	Can a petition be filed before the Company Law Board by for getting redressed successfully in the following situations :
	(i)	SQK Ltd. bought shares in RM Ltd., its business rival. RM Ltd. refused to register the shares on the ground that the transferee is a business rival.
(4marks)
	(ii)	MN Ltd. bought shares in PQ Ltd. and sent the transfer deed along with the related share certificates for registration of transfer to PQ Ltd. PQ Ltd. wrote back to MN Ltd. inquiring the source of funds for the purchase of shares and requesting for copies of income-tax returns for the last three years. On MN Ltd. not furnishing the desired information/documents, PQ Ltd. refused to register the shares in favour of MN Ltd.
(6 marks)
	(iii)	ST Ltd. purchased shares in CD Ltd. from Y.K. Ghosh who was holding shares in the company which belonged to a trust. CD Ltd. refused to register the transfer of shares, as the shares were a subject matter of a trust.
(4 marks)
	(iv)	XL Pvt. Ltd. is a joint-venture company between A, an Indian promoter holding 40% shares, and B Inc., an American company holding balance 60% shares. A was also acting as a distributor of B Inc. for South Asian countries. Due to disputes in respect of management of affairs of XL Pvt. Ltd. where B Inc. was unhappy about the attitude of A. B Inc. cancelled the agency contract with A. A is aggrieved
(4 marks)
8.	(a)	Under what circumstances, court may form an opinion that it is just and equitable to wind-up a company.
(10 marks)
	(b)	A company was unable to pay wages and other dues to its workmen.In consequence, the workers’ union filed a petition for winding-up of the company. Can the union do so ?
(6 marks)

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