Will you please give me the Institute of Company Secretaries of India (ICSI) Executive Program- Module II- Company Law previous years question papers?

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Roll No………
Time allowed : 3 hours Maximum marks : 100

Total number of questions : 8 Total number of printed pages : 2
NOTE :1. Answer SIX questions including Question No.1 which is compulsory.
2. All references to sections relate to the Companies Act, 1956 unless stated otherwise.
1. Comment on any four of the following :
(i) An unlimited company is a company not having any limit on the liability of its members. (0)
(ii) A company can mortgage or charge any part of its ‘reserve capital’. (0)
(iii) There is no statutory requirement that a director must hold qualification shares in the company in which he is a director. (0)
(iv) Statutory meeting can be held at any time and place as suited to the company. (0)
(v) Provisions of section 58A are not applicable to guarantee companies and section 25 companies (i.e., associations not for profit). (0)
(5 marks each)

2. (a) Re–write the following sentences after filling–in the blank spaces with appropriate word(s)/figure(s) :
(i) Without the consent of the general meeting, the Board of directors can borrow money subject to a maximum of __________. (0)
(ii) A __________ though entitled to attend a general meeting and vote on a poll, but cannot participate in the discussion. (0)
(iii) Besides making investment and loans, a company can also provide __________ and security to another company. (0)
(iv) A sole buying agent who holds a beneficial interest of 5% or Rs.__________ or more in the shares in a company can be appointed only by passing a special resolution and prior approval of the Central Government. (0)
(v) A promoter can earn profit out of sale of his own property to the company by making __________, otherwise he has to account for the profits to the company. (0)
(vi) An issue of debentures by a listed public company needs to maintain postissue debt equity ratio of 2:1 as per __________. (0)
(vii) Allotment of shares in a public issue without receiving minimum subscription amounts to __________. (0)
(viii) A member cannot ask for inspection of minutes of __________. (0)
(1 mark each)
(b) Choose the most appropriate answer from the given options in respect of the following :
(i) A company is —
(a) A voluntary association for profit
(b) A compulsory association for profit
(c) A statutory association for profit
(d) None of the above.
(0)
(ii) A private company need not hold —
(a) Extra–ordinary general meeting
(b) Statutory meeting
(c) Annual general meeting
(d) Board meeting.
(0)
(iii) As per section 252(2), a private company cannot have less than —
(a) 3 Directors
(b) 2 Directors
(c) 5 Directors
(d) 7 Directors.
(0)
(iv) Who cannot become a member of a company —
(a) Company as a member of another company
(b) Foreigner
(c) Trade union
(d) Partnership firm.
(0)
(v) Section 125 requires a company to file prescribed particulars of charge after the date of creation of a charge with the Registrar of Companies within —
(a) 30 Days
(b) 60 Days
(c) 90 Days
(d) None of the above.
(0)
(vi) Change of registered office of a company from one city to another city in the same State but falling under the jurisdiction of two Registrars of Companies is required to be approved by the —
(a) Central Government
(b) Registrar of Companies
(c) Regional director
(d) Company Law Board.
(0)
(vii) A public company can be converted into a private company only after the approval of the —
(a) High Court
(b) State Government
(c) Central Government
(d) Company Law Board.
(0)
(viii) As per the Companies Act, 1956, the types of resolutions to be passed by the shareholders are —
(a) 5
(b) 4
(c) 2
(d) 3.
(0)
(1 mark each)
3. (a) In what manner ‘membership’ in a company can be sought? (0)
(8 marks)
(b) What are the modes in which a director of a company can be appointed? (0)
(8 marks)
4. Write short notes on any four of the following :
(i) Doctrine of ultra vires. (0)
(ii) Doctrine of constructive notice (0)
(iii) Red–herring prospectus (0)
(iv) Managerial remuneration (0)
(v) Interim dividend. (0)
(4 marks each)
5. (a) What is ‘floating charge’? When does it crystallize? What is effect of crystallization of a floating charge? (0)
(8 marks)
(b) What are the salient features of limited liability partnership (LLP) ? (0)
(8 marks)
6. (a) State, giving reasons in brief, whether the following statements are correct or incorrect :
(i) Auditor of a government company is appointed or re–appointed by the Central Government on the advice of Comptroller and Auditor General of India (CAG). (0)
(ii) Joint–holders of shares in a public company are not a single member. (0)
(iii) In case of forged, illegal or void ab–initio transactions, the doctrine of ‘indoor management’ protects an outsider. (0)
(iv) DIN is a unique identification number and once obtained is valid for life time of a director. (0)
(2 marks each)
(b) List out the various registers required to be maintained statutorily under the Companies Act, 1956. (0)
(8 marks)
7. (a) Briefly explain the various modes of winding–up of a company. (0)
(8 marks)
(b) Briefly explain the following terms used under e–filing –
(i) Pre–fill (0)
(ii) Attachment (0)
(iii) Check form (0)
(iv) Pre–scrutiny. (0)
(2 marks each)
8. (a) A managing director of a company stood as surety for the repayment of loan taken by it for which he was paid guarantee commission. Does this commission amount to managerial remuneration? Support your answer with decided case law, if any. (0)
(5 marks)
(b) A whole–time director of a company made an invention during the course of his employment with the company. He patented the invention in his own name and appropriated the benefits to himself. Can he do so? Cite case law, if any. (0)
(5 marks)
(c) Articles of association of a company reserved the powers for calling the annual general meeting. The managing director of the company, without reference to the Board, called an annual general meeting. Is the annual general meeting validly called? If not, what should be done to make it valid? Discuss with reference to case law, if any. (0)
(5 marks)

Roll No………
Time allowed : 3 hours Maximum marks : 100
Total number of questions : 8 Total number of printed pages : 2
NOTE :1. Answer SIX questions including Question No.1 which is compulsory.
2. All references to sections relate to the Companies Act, 1956 unless stated otherwise.
1. Comment on any four of the following:
(i) "Some definite criteria will have to be fulfilled to identify a corporation as State within the meaning of Article 12 of the Constitution of India." Comment. (0)
(ii) "Diminution of share capital is not always regarded as reduction of capital." Comment. (0)
(iii) "A limited company will have to get certain resolutions passed only through postal ballot instead of transacting the business in the general meeting of the company." Discuss. (0)
(iv) "Oppression need not be continuous." Discuss. (0)
(v) "Common seal of a company will have to be affixed on all the letters and documents of the company." Discuss. (0)
(5 marks each)
2. (a) Choose the most appropriate answer from the given options in respect of the following :
(i) Out of the following statements, which one is correct with regard to listing of securities ––
(a) The shares and debentures of a public company may be quoted on a stock exchange
(b) The shares and debentures of a private company may be quoted on a stock exchange
(c) Only the shares and not the debentures of a public company may be quoted on a stock exchange
(d) Only the shares and not the debentures of a private company may be quoted on a stock exchange.
(0)
(ii) Sweat equity shares issued to employees or directors of a company shall be locked-in for a period of –
(a) Three years from the date of allotment
(b) Two years from the date of allotment
(c) Five years from the date of allotment
(d) Twelve months from the date of allotment.
(0)
(iii) The companies which need not have their own articles of association are –
(a) Unlimited companies
(b) Companies limited by guarantee
(c) Private companies limited by shares
(d) Public companies limited by shares.
(0)
(iv) According to the SEBI Guidelines, the issue of bonus shares should be made within a period of –
(a) Three months from the date of approval of the Board of directors
(b) Six months from the date of approval of the Board of directors
(c) Twelve months from the date of approval of the Board of directors
(d) Thirty days from the date of approval of the Board of directors.
(0)
(v) Out of the following statements, which one is incorrect as regard to the Director Identification Number (DIN) –
(a) DIN is a unique identification number and once obtained is valid throughout the lifetime of a director
(b) DIN is mandatory for all directors of Indian companies whether they are citizens of India or not
(c) DIN is mandatory for directors of foreign company having branch offices in India
(d) A single DIN is required for an individual irrespective of number of directorships held by him.
(0)
(1 mark each)
(b) Re–write the following sentences after filling–in the blank spaces with appropriate word(s)/figure(s) :
(i) In case of listed companies, where the shares are transferable through electronic mode, transfers are made through __________ instead of physical transfers. (0)
(ii) The voting power of a guarantee company having share capital is determined by the __________ and not by the guarantee. (0)
(iii) __________ is the total of the called-up capital remaining unpaid. (0)
(iv) No person shall hold office at the same time as small shareholders’ director in more than __________ companies. (0)
(v) __________ includes a reorganisation of share capital of company by consolidation of shares of different classes or division of shares into shares of different classes or by both these methods. (0)
(1 mark each)
(c) State the salient features of a ‘limited liability partnership’ (LLP). (0)
(6 marks)
3. Distinguish between any four of the following :
(i) ‘Reserve capital’ and ‘capital reserve’. (0)
(ii) ‘Sweat equity’ and ‘issue of capital on preferential basis’. (0)
(iii) ‘ESOS’ and ‘ESPS’. (0)
(iv) ‘Motion’ and ‘resolution’. (0)
(v) ‘Shelf prospectus’ and ‘red–herring prospectus’. (0)
(4 marks each)
4. (a) Define ‘prospectus’. What are the ingredients to constitute a prospectus ? (0)
(6 marks)
(b) What are the documents required to be attached with the draft red–herring prospectus to be filed with the Registrar of Companies? (0)
(6 marks)
(c) Registrar of Companies can refuse registration of prospectus. Explain. (0)
(4 marks)
5. (a) State, with reasons in brief, whether the following statements are correct or incorrect:
(i) A company, being a body corporate, can sue and be sued in its own name. (0)
(ii) A government company is neither a government department nor a government establishment. (0)
(iii) Under section 14, the memorandum of association of a company may be in any form. (0)
(iv) A director is liable for acts of his co–directors. (0)
(v) Every shareholder has the right of nomination of shares. (0)
(2 marks each)
(b) Tuff Ltd. is a public limited company, which was registered in the year 1991 under the Companies Act, 1956. After eighteen years of existence as a public company, the said company now wants to convert itself into a private limited company. Is it possible ? If yes, explain the legal requirements, if any. (0)
(6 marks)
6. (a) The power to invest funds of the company is the prerogative of the Board of directors under section 292. Discuss the limitations on such powers of the Board, if any, relating to inter-corporate loans and investments under section 372A. (0)
(6 marks)
(b) With the approval of the Board, an amount of Rs.50 crore was spent by Speed Jet Ltd., in producing a commercial film, not covered under its objects clause. The film was a complete flop and the company lost an amount of Rs.40 crore. Some of the members of the company objected to such investments not covered by the objects clause of the company. They filed a suit in the court of law making the directors personally responsible and to make good the loss. Will they succeed ? Support your answer with reasons. (0)
(6 marks)
(c) What is meant by ‘doctrine of ultra vires’? (0)
(4 marks)
7. (a) What do you understand by ‘transmission of shares’? (0)
(2 marks)
(b) Fortune Ltd. refused to enter the name of the minor son of a deceased member in the register of members on the ground that the minor cannot enter into a contract as per section 11 of the Indian Contract Act, 1872. The shares are fully paid-up. Comment on the decision of the company and suggest remedies available. (0)
(4 marks)
(c) Piyush Ltd. decided to buy-back its shares with the approval of the Board of directors. As the Company Secretary of the company, advise the Board about the conditions and limitations in this regard. (0)
(10 marks)
8. (a) Can a company registered under the Companies Act, 1956 commence business of banking in India ? Discuss. (0)
(4 marks)
(b) Can a listed company change its name as and when necessary ? Give reasons in support of your answer. (0)
(4 marks)
(c) Grace Ltd., a public limited company has received an application from Rosy for transmission of certain shares in her name. Rosy, being a widow of a shareholder, applies for transmission of the shares standing in the name of her deceased husband without producing a succession certificate. Can the company transfer the shares of the deceased member ? Discuss. (0)
(4 marks)
(d) Vayu Ltd. holds more than 50% of nominal value of the equity capital of Stream Ltd. In these circumstances, Stream Ltd. wants to become a member of Vayu Ltd. Can Stream Ltd. do so ? Discuss the rights of the said subsidiary in such a case. (0)
(4 marks)

Roll No………
Time allowed : 3 hours Maximum marks : 100
Total number of questions : 8 Total number of printed pages : 4
NOTE :1. Answer SIX questions including Question No.1 which is compulsory.
2. All references to sections relate to the Companies Act, 1956 unless stated otherwise.
1. Comment on any four of the following :
(i) A company has a statutory right to alter its articles of association. (0)
(ii) ‘Red-herring prospectus’ means a prospectus which has complete particulars on the price of the securities offered and the quantum of securities offered. (0)
(iii) The power of directors to approve the annual accounts can be delegated to a committee of directors or some of the directors. (0)
(iv) There are no shareholders in a limited liability partnership, instead there are partners. (0)
(v) In case of a company, the terms ‘winding-up’ and ‘dissolution’ convey the same meaning. (0)
(5 marks each)
2. (a) Choose the most appropriate answer from the given options in respect of the following :
(i) Where the auditor of a company resigns, the vacancy arising therefrom can be filled by the company only at ––
(a) General meeting
(b) Board meeting
(c) Audit committee meeting
(d) None of the above.
(0)
(ii) The invitation and acceptance of deposits by non-banking non-financial companies in India is regulated by ––
(a) The Reserve Bank of India Act, 1934
(b) The Securities and Exchange Board of India Act, 1992
(c) The Companies Act, 1956
(d) None of the above.
(0)
(iii) The Companies Act, 1956 allows a company to re-convert its stock into ––
(a) Fully paid-up equity shares
(b) Partly paid-up equity shares
(c) Unpaid equity shares
(d) Uncalled shares.
(0)
(iv) In the case of incorporation of an Asset Management Company (AMC), the memorandum of association and articles of association are required to be vetted by which of the following authority before these documents are registered by the Registrar of Companies ––
(a) R O C
(b) SEBI
(c) RBI
(d) NSDL.
(0)
(v) Which of the following is correct in respect of a public limited company in India ––
(a) Business can be commenced immediately on incorporation
(b) No need to have more than two directors
(c) There is no restriction on remuneration payable to directors
(d) The number of members is unlimited.
(0)
(1 mark each)
(b) Re-write the following sentences after filling-in the blank spaces with appropriate word(s)/figure(s) :
(i) A private company, which is a subsidiary of a company which is not a private company, is a __________ company. (0)
(ii) All contracts which are purported to be made on behalf of a company before its incorporation are known as __________ contracts. (0)
(iii) The issue of ESOPs or Employees Stock Option Scheme shall be subject to approval of shareholders through a __________ resolution. (0)
(iv) Sweat equity shares issued to employees or directors shall be locked-in for a period of __________ from the date of allotment. (0)
(v) When a company makes buy-back of shares or securities, the buy-back operations shall be completed within __________ from the date of passing of the special resolution or a resolution passed by the Board. (0)
(1 mark each)
(c) Discuss the various methods by which sense of a meeting is ascertained. (0)
(6 marks)
3. (a) Discuss the requirements for keeping the minutes book of general meetings. (0)
(4 marks)
(b) Discuss briefly the voting rights of a proxy. (0)
(4 marks)
(c) State whether a Board meeting of a company can be held at any place. (0)
(4 marks)
(d) What is the effect of crystallisation of a floating charge ? (0)
(4 marks)
4. (a) In the case where the shares of a company are held in joint-names of two persons Arpit and Rakshit and one of these joint-holders requests the company to split the shares equally between them by issuing fresh share certificates, what should the company do ? (0)
(4 marks)
(b) Layman is a holder of a share warrant in Ontime Fliers Ltd., a public limited company. Unfortunately, Layman is unaware of any of the formalities to be complied with for transferring the said share warrant. Advise him about the formalities to be completed in this regard. (0)
(4 marks)
(c) Four types of persons, viz., a section 25 company, an insolvent individual, a trade union and a pawnee, apply for membership in your public limited company. Will you accept them as members of your company ? Why ? (0)
(4 marks)
(d) A company has forfeited shares of a defaulting shareholder for non-payment of call money. However, the defaulting shareholder approaches the Board after forfeiture of shares to cancel the said forfeiture. What should the Board do ? Give your advice. (0)
(4 marks)
5. (a) Abhay is director in two companies –– Goodluck India Pvt. Ltd. and Lucky Winners India Pvt. Ltd. Abhay attended Board meetings of these two companies on 22nd August, 2009 in the same building ‘Welcome House’ at 2 p.m. and 4 p.m. respectively.
(i) Can Abhay draw travelling allowance from both the companies ?
(ii) Is he entitled to receive sitting fees fully from both the companies ?
(0)
(6 marks)
(b) Rani is a wealthy lady enjoying large dividend and interest income. She has formed three private companies and agreed with each of them to hold a block of investment as an agent for it. Income received was credited in the accounts of the company but the company handed back the amount to her as a pretended loan. This way, she divided her income in three parts in a bid to reduce her tax liability. Discuss the legality of the purpose for which the three companies were formed. (0)
(5 marks)
6. Distinguish between any four of the following :
(i) ‘Company’ and ‘corporation’. (0)
(ii) ‘Nominal capital’ and ‘subscribed capital’. (0)
(iii) ‘Shares’ and ‘stock’. (0)
(iv) ‘Whole-time chairman’ and ‘part-time chairman’. (0)
(v) ‘Insolvency of an individual/firm’ and ‘winding-up of a company’. (0)
(4 marks each)
7. State, with reasons in brief, whether the following statements are correct or incorrect:
(i) The members of an unlimited company are liable directly to the creditors of the company. (0)
(ii) A promoter has legal right to claim promotional expenses for his services. (0)
(iii) Preference shares are non-cumulative unless expressly stated to be cumulative. (0)
(iv) A charge created orally shall also require registration. (0)
(v) A return of allotment in e-form 2 is required to be filed with the Registrar of Companies even if a single share is allotted by a company. (0)
(vi) The prospectus must be dated. (0)
(vii) A company is required to obtain approval of the debenture trustees for any distribution of dividend. (0)
(viii) Additional directors can be appointed only by public companies. (0)
(2 marks each)
8. Write notes on any four of the following :
(i) Disadvantages of corporate form of enterprise (0)
(ii) Remuneration of promoters (0)
(iii) Alternate directors (0)
(iv) Passing of resolution by postal ballot (0)
(v) Independent directors. (0)
(4 marks each)

Contact Details:
The Institute Of Company Secretaries Of India
ICSI House, Plot No.22,
Lodi Road,
Institutional Area,
New Delhi,
Delhi 110003,
011 4150 4444
India

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