1.

Write a note on Doctrine of Indoor Management

the doctrine of indoor management means that a company’s indoor affairs are the company’s
problem This is based on the landmark case between The Royal British Bank and Turquand. 

Exceptions to the Doctrine of Indoor Management. The Turquand rule or the law of indoor
management is not applicable to the following cases:

 The outsider has actual or constructive knowledge of an irregularity

In such cases, the rule of indoor management does not offer protection to the outsider dealing
with the said company.

 Forgery

The doctrine of indoor management is applicable to irregularities that affect a transaction except
for forgery. In case of a forgery, the transaction is deemed null and void.

2. Discuss appointment of Directors in company

 According to the Companies Act, only an individual can be appointed as a member of
the board of directors. Usually, the appointment of directors is done by shareholders.
 In public or a private company, a total of two-thirds of directors are appointed by the
shareholders. The rest of the one-third remaining members are appointed with regard to
guidelines prescribed in the Article of Association.
 He or she should not have been sentenced to imprisonment for any period, or a fine
imposed under a number of statutes.
 They should not have been detained or convicted for any period under the Conservation of
Foreign Exchange and Prevention of Smuggling Activities Act, 1974.
 He or she should have completed twenty-five (25) years of age, but be less than the age of
seventy (70) years

3. Who is independent director?

 Independent director is a non-executive director of a company who helps the company in improving
corporate credibility and governance standards. He/ She does not have any kind of relationship with
the company that may affect the independence of his/ her judgment.

The term “Independent Director” has been defined in the Act, along with several new requirements
relating to new requirements relating to their appointment, duties, role, and responsibilities. The
provisions relating to appointment of Independent directors are contained in Section 149 of the
Companies Act, 2013 should be read along with Rule 4 and Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014

4. What is Statutory meeting?

Statutory meeting - according to company laws after getting the letter of commencement  , the
company arranges a meeting after one month of six months . This is the first general meeting of the
company and during the life of the company this type of meeting is held once. The meeting gives
circular before 21 days of the meeting. The decision of the meeting are called statutory decisions.

2. held in once in a lifetime of the company.

3 the notice of the statutory meeting should mention that it is a statutory meeting.  .

4. private companies and government companies are not bound hold statutory meeting and public
companies are bound to hold this meeting 

5. Explain requisites of valid meeting

Requisites means requirement

 Right convening authority: A valid meeting must be convened by the proper authority
otherwise it wills loss its validity. Company’s secretary is the proper authority to call a formal
meeting.
 Proper notice: Duty signed notice must be submitted to members before meeting. The place
of meeting, time and date must be stated on the notice.
 Proper publicity of agenda: Every member of the meeting should be properly informed of
the agenda.
 Legal purposes: Every meeting must have a legal purpose. Any meeting should be properly
informed of the agenda.
 Requisite quorum: For valid meeting requisite quorum is necessary. The meeting should not
be stared until the requisite members of member s are resent.
 Presence of right persons: Only legal members can present in the meeting. If there is an
unauthorized person in the meeting, the meeting will lose its validity.
 Proper presiding officer: The chairman of a valid meeting must be a proper person.

6. How company can be dissolved?

 The dissolution of a company is a process lead by an up administrator who is called as
liquidator under the Tribunal of laws under which he distributes assets of the company
among the creditors and the shareholders of a company after the dissolution of a company
the existence of the label of legal entity goes off. After the dissolution of a company, the
affairs of business cannot be carried forward.
 The entire process of dissolution of a company is purely administrative function whereas the
winding up of a company is purely a judicial function.
 In a dissolution of a company liquidator does not have any important role to do but on the
other hand company liquidator plays a very important role in the winding up of the
company.

7. What is compulsory winding up and voluntary winding up?

 8. Discuss different kinds of merger?

Types of Mergers

There are five basic categories or types of mergers:

 Horizontal merger: A merger between companies that are in direct competition with each
other in terms of product lines and markets
 Vertical merger: A merger between companies that are along the same supply chain (e.g., a
retail company in the auto parts industry merges with a company that supplies raw materials
for auto parts.)
 Market-extension merger: A merger between companies in different markets that sell
similar products or services
 Product-extension merger: A merger between companies in the same markets that sell
different but related products or services
 Conglomerate merger: A merger between companies in unrelated business activities (e.g.,
a clothing company buys a software company)

9. What is friendly and hostile acquisition?

The difference between a friendly and hostile takeover is solely in the manner in which the company
is taken over. In a friendly takeover, the target company’s management and board of
directors approve the takeover proposal and help to implement it. However, in a hostile takeover,
the management and board of directors of the targeted company oppose the intended takeover.

10. Write a brief note on SEBI

Security and exchange board of india

SEBI is a statutory body established on April 12, 1992 in accordance with the provisions of the
Securities and Exchange Board of India Act, 1992.

The basic functions of the Securities and Exchange Board of India is to protect the interests of
investors in securities and to promote and regulate the securities market.

The head office of SEBI is in Bandra Kurla Complex, Mumbai.

SEBI plays an important role in regulating all the players operating in the Indian capital markets. It
attempts to protect the interest of investors and aims at developing the capital markets by enforcing
various rules and regulations.

11. What is role/function of SEBI?

The SEBI Act lists out the powers of the Securities and Exchange Board of India. It has to be
responsive to the needs of three particular parties in the capital market. there are the investors who
invest their savings in the market in the hope for a return and Then there is the issuers, i.e. the
companies and institutions that issue securities in exchange for investment. And the SEBI must also
govern the market intermediaries, such as brokers, banks, consultants etc.
  To control the working of share brokers, sub brokers, share transfer agents, merchant
bankers, underwriters, portfolio managers etc. and also to make their registration.   
 To guide the employees and individuals related with the security exchanges and to
encourage healthy competition in the security markets.
 To eliminate corruption in the security markets.
 To register the mutual fund securities and keep an eye on their activities in the market.
 To arrange training programmes for new investors. (also printing of training booklets)

12. Discuss legislative, executive and judicial powers of SEBI

 Quasi-judicial powers:In cases of frauds and unethical practices pertaining to the securities
market, SEBI India has the power to pass judgements.The said power facilitates to maintain
transparency, accountability and fairness in the securities market.
 Quasi-executive powers: SEBI has the power to examine the Book of Accounts and other
vital documents to identify or gather evidence against violations. If it finds one violating the
regulations, the regulatory body has the power to impose rules, pass judgements and take
legal actions against violators.
 Quasi-Legislative powers: To protect the interest of investors, the authoritative body has
been entrusted with the power to formulate suitable rules and regulations. Such rules tend
to encompass the listing obligations, insider trading regulations and essential disclosure
requirements. The body formulates such rules and regulation to get rid of malpractices that
are prevalent in the securities market.

The Supreme Court of India and the Securities Appellate Tribunal tend to have an upper hand when
it comes to the powers and functions of SEBI. All its functions and related decisions have to go
through the two apex bodies first.

13. Structure of SEBI, explain

SEBI also follows a corporate structure. It has a Board of Directors, senior management, department
heads and several crucial departments. overall it comprises of over 20 departments, all of which are
supervised by their respective department heads, who in turn are administered by a hierarchy in
general.

The SEBI’s hierarchical structure comprises of the following 9 designated officers –

 The Chairman – Nominated by the Indian Union Government.

 Two members belonging to the Union Finance Ministry of India.
 One member belonging to the Reserve Bank of India or RBI.
 Other five members – Nominated by the Union Government of India.
14. Write a note on Insider Trading
 Insider trading refers to the practice of purchasing or selling a publicly-traded
company’s securities while in possession of material information that is not yet public
information. Material information refers to any and all information that may result in a
substantial impact on the decision of an investor regarding whether to buy or sell the
security.
 By non-public information, we mean that the information is not legally out in the public
domain and that only a handful of people directly related to the information possess. An
example of an insider may be a corporate executive or someone in government who has
access to an economic report before it is publicly released.