Note- These questions are updated annually, unit-wise, to make your exam preparation easier. Best of luck!

Unit-I: Corporate Personality

Corporate Personality – General Principles of Company Law – Nature and Definition of Company – Private Company and Public Company – One Person Company – Characteristics of a Company – Different kinds of Company – Registration & Incorporation of Company – Lifting the Corporate Veil – Company distinguished from Partnership, HUF and LLP.

6-Mark Previous Important Questions

1. Corporate Veil
2. Private company

15-Mark Previous Important Questions

1. What are characteristics of a company and what are the required conditions to lift the corporate veil?
2. A company has a nationality and residence but no citizenship. Discuss the law.
3. Distinguish between public and private companies.

Unit-II: Promoters, Memorandum & Prospectus

Promoters – Memorandum of Association – Doctrine of Ultravires – Articles of Association – Doctrine of Indoor Management – Prospectus – Civil and Criminal – Compounding of offences under Sec. 441 – decriminalization – Liability for misstatement in prospectus – Statement in lieu of Prospectus – Pre-incorporation Contracts – Membership in a Company – Borrowing Powers – Debentures & Charges – insider trading of company shares.

6-Mark Previous Important Questions

1. Deemed Prospectus
2. Objects Clause
3. Doctrine of Ultra vires
4. Debenture
5. Promoter

15-Mark Previous Important Questions

1. Who is a Promoter? What are the duties and liabilities of a promoter?
2. What is a prospectus? Explain the liability for misstatement in the prospectus with suitable legal provisions.
3. Explain the legal provisions relating to civil and criminal liability for misstatement in prospectus.

Unit-III: Shares & Stock

Shares & Stock – Kinds of shares – Statutory restrictions on allotment of shares – Intermediaries – Call on shares for future of shares – Transfer of shares – Transmission of shares – Reduction on transfer of shares – Rectification of register on transfer – Certification and issue of certificate of transfer of shares – Limitation of time for issue of certificates – Object and effect of share certificate.

6-Mark Previous Important Questions

1. Transmission of Shares
2. Share Certificate
3. Kinds of shares
4. Bonus shares
5. Depository Participant

15-Mark Previous Important Questions

1. The shares of a Pvt. Ltd. Company are non-transferable or not transferable at all. Critically examine the statement by quoting case law.
2. State the legal provisions relating to disposal of unpaid and unclaimed dividends.

Unit-IV: Directors and Meetings

Directors – women director – Independent director – code for independent directors – Different kinds of Directors – Appointment, position, qualifications and disqualifications – powers of Directors – Rights and Duties of Directors – Meetings and proceedings – kinds of meetings – Statutory meeting – Statutory report – Annual General Meeting – Extraordinary meeting – Power of the Tribunal to order meeting – class meetings – Requisites for a valid meeting – Chairman for meetings – Duties of Chairman – Proxy – Resolutions – Minutes – Shareholders Activism – Corporate Social Responsibility.

6-Mark Previous Important Questions

1. Statutory Meeting
2. Corporate Social Responsibility (CSR)
3. Requisites for a Valid Meeting
4. Additional Directors
5. Interim Dividend
6. Director Identification Number (DIN)
7. Proxy
8. AGM (Annual General Meeting)
9. Independent Director

15-Mark Previous Important Questions

1. Explain the role of directors in company management with suitable legal provisions and case law.
2. What is CSR? Explain the importance of CSR in the changing scenario in India.
3. What is a meeting? Explain the importance of an extraordinary general meeting of a company.
4. Discuss the position of a Director in the company and the rights and duties of directors.

Unit-V: Winding Up, Tribunals & Governance

Accounts and Audit – Inspection and Investigation – Compromises, Reconstruction and Amalgamation – Majority rule and Rights of minority shareholders – Prevention of oppression and mismanagement – class action – Revival and rehabilitation of sick industrial companies – Mergers, Amalgamation and Takeover – Dissolution of a company – Winding up of companies – Modes of winding up of companies – consequences of winding up – The Insolvency and Bankruptcy Code, 2016 in relation to winding up of companies – Authorities under the Act – Department of Company Affairs – NCLAT, NCLT, Company Law Board, Regional Directors, ROC, Public Trustee or Advisory Committee & SFIO – Their powers and functions – Jurisdiction of Courts – Corporate governance and certain relaxations in the light of pandemic.

6-Mark Previous Important Questions

1. Ministry of Corporate Affairs (MCA)
2. Insolvency and Bankruptcy
3. Mergers
4. Official Liquidator
5. Amalgamation of companies
6. National Company Law Appellate Tribunal (NCLAT)
7. Preferential payment

15-Mark Previous Important Questions

1. Explain the impact of the Companies Act, 2013 in the economic development in India.
2. What is winding up? Explain the winding up of a company by the court on the grounds of “just and equitable”.
3. Examine the different modes of winding up of companies under the provisions of the Companies Act.
4. What do you understand by winding up? What are the grounds of compulsory winding up of a company?

10 Mark Questions

1. X sells almost all shares except one in a steel company and he was substantial creditor. X insured the company’s steel in his own name. Steel having been destroyed by fire, he claims compensation from the insurance company. Will he succeed?
2. A company was incorporated for the purpose of manufacturing chemicals as its main business. It distributed Rs. 1,00,000/- to scientific institution for research work. Is it valid?
3. A is the holder of all shares except one of a mining company. A insures the company mining in his own name. The mining is destroyed by fire. Can A recover the insurance amount?
4. A public limited company inserted an advertisement in a newspaper stating that some shares were still available for sale according to the prospectus of the company which could be obtained on application. Do you consider it as a prospectus?
5. X company purchases a property without its power given in the Memorandum of Association. What is the legal position of the company with regard to company?
6. A firm has only two shareholders who are also the directors with equal rights of management and voting power. The company has made huge profits but there is a complete deadlock in the management of the company. One of the shareholders applied for the winding up of the company. Decide.
7. Two companies X and Y filed petition under Companies Act seeking sanctioning of the scheme of their amalgamation. What are the expected objections from the shareholders?
8. An offer by A Co. Ltd. to purchase the whole of the issued share capital of B Co. Ltd. has been accepted by the holders of 9/10th of the shares. What further steps can be taken by A Co. Ltd. to acquire the holdings of the dissenting shareholders?
9. A company altered the objects clause of its memorandum of Association by passing a special resolution. A copy of resolution was filed with the Registrar. Four months after the passing of the resolution. Can the Registrar register the alteration?
10. Dharani Limited lends to Balaji Limited on a mortgage of its assets. The procedure laid down in the AOA for such transactions is not complied with. The directors of the two companies are the same. Is the mortgage binding upon Balaji Company?
11. Mr. Ashok, a Chartered Accountant is the financial controller of Roop Industries pvt. ltd. for the last 5 years. The company intends to appoint him as the statutory auditor for the company. Can the company do so? Discuss.
12. Smt. Roja, an athlete buys 100 shares of a company from Mr. Shetty on the faith of a share certificate issued by the company. Roja tenders to company a transfer to herself from Shetty duly executed together with Shetty’s share certificate. The company discovers that the certificate in the name of Shetty has been fraudulently obtained and refuses to register the transfer. Is Roja entitled to get the registration of the transfer?
13. A company proposed to shift its registered office from Hyderabad to Delhi on the ground that there was better scope in Delhi for the expansion of its business. The state of Telangana opposed shifting of registered offices on the ground that Hyderabad offers better scope for expansion of the company’s business. Decide with reference to decided cases.
14. ‘M’ a person is already holds office of a director in 15 companies. He wants to become a director of another company. Advise ‘M’.
15. A public limited company has fifteen directors, four of whom are not subject to retirement by rotation. Is it a validly constituted board? Comment.
16. The directors of a company bought shares from ‘A’. They disclose to him that arrangements were concluded to purchase all of the company’s shares at higher price than they were to pay to ‘A’. As you have the sale set aside will he succeed?

For Easy Preparation, We Sell All-in-One Printed book & Online notes for 3rd Semester OU 3LLB, It will cover

1. Short Notes- Unit-wise All 3rd Sem Subjects
2. PYQs- Unit Wise All 3rd Sem Subjects
3. Model Answers to 10 Mark Case Law Questions
4. Revision Material for last-minute revision

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