CORPORATE LAW

38303
PART A

a) What do you mean by perpetual succession? A and B were only two members of a private limited company. Both of them have killed in
bomb blast. Briefly describe the status of company.
b) Kinds of company
c) Distinguish feature of company
d) Can a company be citizen?
e) Liability of promoter for pre-incorporation contract of company?
f) Private placement
g) Difference between share and stock
h) Kinds of debenture
i) Contents of MOA
j) Binding effect of MOAs and AOAs
k) Alteration in MOAs and AOAs
l) Red Hearing Prospectus
m) Self-prospectus
n) Kinds of prospectus
o) Difference between private and Public Company
p) Bonus shares
q) Further issue of shares
r) Conversion on Government debenture into shares
s) Classification of securities.
t) Classification of share capital
u) Classification of Shares
v) Difference between prospectus and statement in Lieu of prospectus

PART B

2X10=20
Q1. What do understand by one person Company? Discuss the procedure to establish one person company?

Q2. What do understand by Foreign Company? Discuss the procedure to establish Foreign company?

Q3. Company is having separate legal entity from its members, who compose it. In the light of above describe the features of a company
with the help of case laws.

Q4 The corporate veil is said to be lifted when the court ignores the company and concerns itself directly with the members of managers.
In the light of this statement discuss the relevancy of the doctrine of lifting of corporate veil and under what circumstances the court may
disregard the separate legal entity of a company?

Q5. A public limited company has only seven shareholders, all the shares are fully paid up. All the shares of one such shareholder are sold by
the court in an auction and purchased by another shareholder. The company continues to carry on its business, thereafter. With reference
to above stated problem discuss the liabilities of the shareholder of the company.

Q6. The doctrine of ultra-vires is a dark cloud for adventures and careless creditors. Explain this doctrine and discuss its exceptions, if any,
to this doctrine.

Q7. What do you understand by doctrine of ultra-vires? What shall be the consequence of this doctrine, discuss with case laws.

Q8. The doctrine of Indoor Management is opposed to that of Constructive Notice. The latter seeks to protect the company against the
outsider, the former operates to protect the outsider against the company.

Q9. Write a note on the doctrine of Indoor management? Describe its exceptions, if any?

Q10. Discuss the legal provision relating to the prospectus of public companies. Also, describe the liability of directors/ company for
misstatement in prospectus.
Q11. Vineet subscribe shares issued by Casttrack Ltd. The prospectus of Casttrack Ltd included a statement which was misleading in the form
and content. On the faith of the prospectus believing it to be a true, Vijay subscribe for shares and sustained loss. Can Vijay sue for
compensation of loss? If so who will be sued for such loss?

Q12. What do you understand by shares? What are the principles of allotment of securities?

Q12.(a) Can shares be transferred by a member of a company?

(b) A and B were the two directors of Adani Industries Co. (Pvt) Ltd. Having 2000 shares each. B died and his son X applied to get the
shares of his father registered in his name. The article of the company contained a clause that the directors may at any time in their
absolute and uncontrolled discretion refuses to register any transfer of shares. In accordance with this power A refused to consent to
the registration, instead offered to accept the transfer for half of the shares in Xs name provided the remaining half of the shares are sold
to A. State the remedy available to X. Can an action against A be maintainable in court?

Q14.(a)What is a debenture? What are the kinds of debentures? Differentiate between a shareholder and a debenture holder.

(b) Discuss various kinds of share capital on an incorporated company.

Q15.(a)What are the objects and effects of share certificate? How is it different from share warrant?

(b) A share is an interest of a shareholder in a company for the purpose of liability in first place and of profit in second. Discuss nature of
shares in the light of aforesaid statement.