Company Law 2017

Roll No: ---------------------------
UNIVERSITY OF PETROLEUM AND ENERGY STUDIES
End Semester Examination, December 2017

Program: B.A., LL.B. (Hons.) Criminal & Labour Law 2016, Sec A & B Semester: III
Subject (Course): Company Law I Max. Marks : 100
Course Code: LLBL 421 Duration : 3 Hrs
No. of page/s: 02
Section A (10×01=10 marks)

All questions are mandatory
Answer True/ False:

1. The first directors of a company are appointed by the members.
2. The proxy must be a member of the company.
3. A private company cannot allot shares unless it has issued a prospectus.
4. The issued capital is that part of the capital which has been subscribed by the public.
5. The property of the company is the property of its members.
Fill in the blanks:

6. In the case of a ________ company, ________of the total directors number of directors
generally are rotational directors.
7. A director may be removed by the members in general meeting by passing ______
resolution.
8. Allotment of shares or debentures must be made after getting minimum ________%
subscription against entire public issue.
9. The companies which are formed under special Act are called as__________.
Section B (04×05=20 marks)

Write short notes on the following (any four):
10. Registration of a company.
11. Transfer of shares
12. Extra ordinary General Meeting
13. Sweat Equity shares
14. Doctrine of ultra vires.
Section C (02×10=20 marks)

Answer any two
15. “A company incorporated under the Companies Act, 2013 does not have the right to reduce
its share capital on selective basis”. Comment
16. “The directors ought not to misuse the trust and belief entrusted in them”. Comment.
17. (a) “Dividends can be declared only in the Annual General Meeting”. Discuss
(b) Can a dividend once declared be revoked? If so, explain the circumstances under which
it can be done.
Section D (04×12.5=50 marks)

18. Mohan, who was appointed as an additional director at the Board Meeting held on 15th
June, 2014 continues to be in his office on the ground that the Annual General Meeting for
the financial year 2013-2014 was not held as required under the Companies Act, 2013.
Whether continuance of Mohan in the office is valid? Will your answer be different if
Mohan was also Managing Director for a period of five years with effect from 1st June,
2014 at the same Board Meeting?
19. The Secretary of a company issues a share certificate in favour of Mr. Cook which
apparently complied with the company’s articles as it is purported to be signed by two
directors and the secretary, and it had the company’s seal affixed to it. In fact, the secretary
had forged the signatures of the directors and affixed the seal without authority. Is the
certificate binding on the company?
20. A company issued a prospectus advertising that the company has a great “potential
turnover” of a million bags of cement in a year. It is discovered later that while the company
did have the installed capacity of one million bags, it had never produced more than 6 lakh
bags of cement in a year. Buyers of the shares seek remedy against the misleading
statement. Will they succeed?
21. 40%of the paid up share capital of a company A is held by the Central Government, 11%
by public institutions like the Life Insurance Corporation of India and the Unit Trust of
India. Is A a government company?
Roll No: ---------------------------
UNIVERSITY OF PETROLEUM AND ENERGY STUDIES
End Semester Examination, December 2017

Program: B.A., LL.B. (Hons.) Criminal & Labour Law 2016, Sec A & B Semester: III
Subject (Course): Company Law I Max. Marks : 100
Course Code: LLBL 421 Duration : 3 Hrs
No. of page/s: 02
Section A (10×01=10 marks)
Answer True/ False:

1. Additional directors are appointed by the shareholders in the general meeting.
2. A company having its registered office in New Delhi, can hold its Extra-ordinary General
Meeting in Mumbai.
3. In the absence of an indication to the contrary, preference shares are non-cumulative.
4. An associate company is a company formed for future projects without carrying out any
significant accounting transactions.
5. A company can shift its registered office from Kolkata to Chennai
Fill in the blanks:

6. A private company must have at least ______ directors.
7. A board meeting shall be held at least once in every _____ months and at least _____ such
meetings shall be held in every year.
8. Shares of public company are _______________ transferable.
9. A public company can be converted into a private company only after the approval of the
__________.
Section B (04×05=20 marks)

Write short notes on the following (any four):
10. Association not for profit
11. Transmission of shares
12. Annual General Meeting
13. Bonus shares
14. Alteration of Articles of Association
Section C (02×10=20 marks)

Answer any two:
15. “The Companies Act, 2013 takes the concept of board independence to another level
altogether”. Comment.
16. What is the meaning of pre-incorporation contract? Can it be ratified after the incorporation
of a company?
17. Explain the circumstances under which a company resorts to buy back of its shares and
elaborate the procedure for buy back of shares under the Companies Act, 2013.
Section D (04×12.5=50 marks)

18. Amol, a non-member of Shethi Ltd., has been appointed as a director of the company. Later
on, he has become the chairman of the company. In an Annual General Meeting of Shethi
Ltd., Amol presided over the meeting. Zahir, a member of the company, objected to his
chairmanship on the ground that Amol is not a member of the company. Discuss the
validity of the objection.
19. The Articles of a company empowered the directors to determine who should have the
authority to draw bills on behalf of the company. ‘C’, the manager of a branch of the
company, drew bills on behalf of the company in favour of ‘K’, who took them in good
faith believing that ‘C’ was authorized to draw them. In fact, ‘C’ had no such authority. Is
the company liable on the said bill? Will it make any difference if ‘C’ had been a director
of the company?
20. The main object of a company is to manufacture steel and steel related products. Seeing
the potential for new business the Board of Directors decided to go in for manufacture of
cement. These are included in the ‘other objects’ of the company. Can the company
undertake the aforesaid new business? Discuss.
21. An allottee of shares in the company has brought an action against Director Q in the
company in respect of false statements in the prospectus. The Director has contended that
the statements were prepared by promoters and he relied on them. Is the director liable
under the circumstances?

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Roll No: ---------------------------

UNIVERSITY OF PETROLEUM AND ENERGY STUDIES

End Semester Examination, December 2017

Section A (10×01=10 marks)

Answer True/ False:

Fill in the blanks:

Section B (04×05=20 marks)

Section C (02×10=20 marks)

Section D (04×12.5=50 marks)

UNIVERSITY OF PETROLEUM AND ENERGY STUDIES

End Semester Examination, December 2017

Answer True/ False:

Fill in the blanks:

Section B (04×05=20 marks)

Section C (02×10=20 marks)

Section D (04×12.5=50 marks)

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