COMPANY LAW - M.COM 4TH SEMESTER FINAL EXAMINATION, 2018

4 SEM MCOM (CBCS) CL 101              

2018 

(June)

COMMERCE 

Paper: 40101

(Company Law) 

Full Marks: 60

Time: Three hours

The figures in the margin indicate full marks for the questions.

1. (a) What is the legal position of a promoter? State the liabilities of a promoter with special reference to his liability for pre-incorporation contracts. 

8+7=15

or

    (b) Discuss the legal significance of the Registered Office clause in the Memorandum of Association (MoA). Indicate the steps to be taken by a company to effect change in the situation of its Registered Office. What particulars are required to be filed with the Registrar in connection with situation or change of Registered Office? 

5+5+5=15

2. (a) Who are liable for mis-statement in a prospectus? Discuss their civil and criminal liability. Explain the remedies available to the shareholders, who had applied for shares on the faith of a false prospectus. 

3+6+6=15

or

    (b) write short notes on the following: 

5x3=15

            (i) golden rules as to framing of prospectus.

            (ii) Private Placement.

            (iii) Shelf and Red-Herring Prospectus.

3. (a) Discuss the different kinds of meetings of a company. What are the essentials and legal rules for a valid meeting?

8+7=15

or

    (b) Discuss ordinary resolutions and special resolutions of a company registered under the companies Act, 2013. 

7½+7½=15

4.(a) Explain what is meant by saying "Dividends must not be paid out of capital, they must be paid only out of profits". State the law regarding declaration and payment of dividend.

5+10=15

or

    (b) (I) ABC Ltd. at its annual general meeting held on 15th July, 2014 declared a dividend to be paid to the equity shareholders @ 10%. On 10th August, 2014, the company posted the dividend warrants to all the shareholders entitled to dividend. Four shareholders who received the dividend warrants on 20th August, 2014. Complained that the company has not paid the dividend within the stipulated time after declaration and thus the company is guilty of non- compliance of legal provisions. In view of the relevant provisions of the Companies Act, 2013, answer the following questions:

10

            (i) Is the company guilty of non-compliance of any legal provision? What is the penalty for non-compliance?

            (ii) Are the shareholders justified in making this complaint?

          (II) Discuss the rules regarding utilisation of Investor Education and Protection Fund.

5

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