c




  
 

Q No. 1(a) and 1(b) are compulsory and attempt any three from rest in section I and any two from section 2.

Section I (Business Laws)

Q 1(a) Comment on the following statements:

(i) The Balance Sheet and Profit & Loss Accounts are authenticated by the Finance Director
before submission to the Auditors for their report thereon.

(ii) A listed Company shall give notice regarding payment of dividend to the stock exchange at
least 21 days in advance from the date of Board meeting and Dividend shall be paid to the
members within 42 days from the date of signing of the Cheque/Dividend Warrant.

(iii) A Restrictive Trade practice is normally considered prejudicial to public interest.

(iv) It is compulsory for every company to have Managing Director who may be of any age.

(v) A minor can be admitted as a partner in a Partnership firm.

(vi) Government has decided to issue ´Ecomarkµ level to certain industrial products.

(vii) Being a Chairman of Audit Committee he shall attend the meeting of Audit Committee but
he cannot attend Board meeting and/or Annual General Meeting.

(viii) Some creditors initiated legal proceedings against the Company. The Company changed its
name. Due to change of name, all such legal proceedings will be dropped.

(ix) In the event of death of an employee, amount of Gratuity is payable to any of his sons, who
applies to the company (2 x 9 = 18 marks).

Q 1(b) Distinguish between Indemnity and Guarantee (4 marks)

Q 2 (a) Answer on the basis of legal provisions - (i) Cost Audit can be conducted by Chartered
Accountants (ii) Cost Auditor is appointed by the shareholders in the Annual General Meeting
(iii) Cost Audit Report is submitted to the Company.

Q 2(b) State the different types of Directors.

Q 2(c) What are the consequences in case of Contravention by a company under Water
(Prevention and Control of Pollution) Act, 1974?

Q2 (d) (i) Notice for Annual General Meeting to be held on 30.04.08 has been posted on
1.04.08. An item which was not included in the said notice is required to be discussed and
decision taken. How it is possible? (ii) ABC Pvt. Ltd. a subsidiary to XYZ Ltd. has eleven
directors. How may directors to retire by rotation in the next Annual General Meeting? (4 x 4 =
16 marks)
Q 3(a) State the correct position if the following statements are incorrect - (i) Listed public
company can buy back its own shares upto 30% of Authorised Capital by passing Board·s
Resolution. (ii) Process of buy back shall be completed within 30 days from the date of Board·s
resolution. (iii) No offer of buy back shall be made within a period of 180 days from the date of
preceding offer.

Q 3(b) Discuss the provisions of the Companies Act, 1956 regarding borrowing of funds by a
public company.

Q3 (c) Who is a small shareholder? Promoters of ABC Limited prepared Articles of Association
inserting minimum 2 and maximum 15 directors for incorporation of the company. State the
validity.

Q 3(d) (i) Dishonoured cheque is not to be treated as an offence. ² Comment. (ii) What is
partnership by Holding Out? (4 x 4 = 16 marks)

Q 4(a) Distinguish between ¶Ordinary Resolution· and ¶Special Resolution·.

Q 4(b) Discuss the different types of meetings which are held in a Public Limited Company.

Q 4(c) (i) A Homeopathic Doctor treated a patient with allopathic medicine and the patient died.
Can the wife of the deceased claim compensation under Consumer Protection Act, 1986. (ii) All
dealership agreement require Registration (MRTP Act, 1959). ² Comment.

Q 4(d) (i) Mr. Ram who is Director of 15 Public Limited Companies and 1 Private Company
received offers ² from Zackpot Ltd. ² for Director, From Laptop Ltd. ² for Alternate Director,
from Goodluck Pvt. Ltd. ² for Director. Can he accept all the offers? (ii) Board of Directors of
ABC Ltd. which commenced business on and from 1/04/06 approved to donate Rs. 10 lakhs
each to 2 political parties ² Comment on validity (4 x 4 = 16 marks)

Q 5(a) Certain agreements are expressly declared to be void/unlawful. Answer with Rule
position.

Q 5(b) Who can apply and to whom for relief against oppression and mismanagement
(Companies Act, 1956)?

Q 5(c) Distinguish between ¶Bonus Issue· and ¶Rights Issueµ.

Q 5(d) How a private company can be converted to a Public Company by own volition? (4 x 4 =
16 marks)

Q 6 Write explanatory notes on any four - (a) Reserve Capital; (b) Conciliation Officer; (c)
¶Future Goods· and ¶Specific Goods·; (d) ¶


 ; (e) ¶Office· or ¶Place of profit·; (f)
Ancillary Industrial Undertaking (Ind. Dev. & Reg.) Act, 1951 (4 x 4 = 16 marks)

Section II (Communication Skill) 

Q 7 (a) Draft a management discussion and Analysis Report which will form part of Directors·
Report to the shareholders (b) Write a letter to your customer seeking extension of time for
delivery by one month (assume justification/reasons for delay). (8+7 = 15 marks)
Q 8 (a) Draft a Resolution for increase in Authorised Capital from Rs. 20 lakhs to Rs. 30 lakhs.
(b) Prepare a letter to a customer whose cheque has been dishonoured by the banker (8+7 = 15
marks)

Q 9 (a) Write a letter to State Bank of India, Bangalore City Branch for opening of a Current
Account. Also prepare a Board·s Resolution to be attached to the letter (b) Draft a suitable show
cause notice to an employee who has been absenting without leave and notice (8+7 = 15
marks)

Q 10 (a) Directors· Report consist of different items and topics. ¶Directors· being one of such
item. Draft on ¶Directors· covering retirement under rotation, appointment and other related
particulars for inclusion in the Directors· Report under Heading ¶Director· to be sent to
members with notice for Annual General Meeting (b) Prepare an advertisement matter inviting
prospective contractors for transportation of raw materials and finished goods of the company
(8+7 = 15 marks)

  


Q No. 1(a) and 1(b) are compulsory and attempt any three from rest in section I.

Q 1 (a) Comment on the following statement: (i) Loan cannot be given to any Director. (ii) Both
Partnership firm and Limited company can enter into a partnership agreement as partners. (iii)
Even accidental omission to give notice of a meeting will invalidate the proceedings of the
meeting. (iv) A quasi contract is not a valid contract. (v) An act which ‘


 the company
can be ratified by the 3/4th majority of the shareholders present in Extra-Ordinary General
Meeting and with the approval of Central Govt (vi) An employer can change in conditions of
services an workman by issuing a notice at least 30 days before the proposed change. (vii)
There are certain Deeds and Contracts which are not valid unless made under the seal of the
Company. (viii) An appeal against the orders of MRTP Commission can be filed in any court of
Law. (ix) Payment of Bonus Act 1965 applies to every factory and every establishment. All
classes of employees are covered also. There is no exception (2 x 9= 18 marks).

Q1 (b) Distinguish between ¶Bailment· & ¶Pledge· (4 marks).

Q 2(a) Under what circumstances and by whom the Special Audit is directed? Who fixes and
pay the remuneration? To whom Special Audit Report is submitted? (b) Company Directors
apprehending Prosecution have no remedies. Do you agree? (c) What are the implied conditions
in a Contract of Sales? (d) There are different modes of serving notice to the members. What are
those? (e) (i) Secretarial compliance certificate is submitted to the Company Law Board within
42 days from the date of Annual General Meeting. (ii) Balance Sheet and Profit & Loss Account
are submitted to the Registrar of Companies within 45 days from the date of Annual General
Meeting. (iii) Annual Return is submitted to the Registrar of Companies within 30 days from
the date of Annual General Meeting. State the correct position if the above statements are not
correct (4+4+4+2+2 = 16 marks)

Q 3(a) Prepare a list of business which may be transacted through Postal Ballot. (b) Rights of
Partners arise from Partnership Agreement only. Hence in the absence of an Agreement, a
Partner of a Firm has no right. - Comment. (c) Out of total 8 Directors, 3 directors were on tour
to Canada. Only 2 Directors attended the Board meeting. Directors opined, quorum was in
order. Comment ² as to consequences and remedies in case there was no quorum. (d) The
Company advances to the Directors who travel very often for Company·s business. Amount of
such advances sometimes exceed the actual requirement. Will it contravene any provisions of
the Companies Act? (e) Directors of XYZ Ltd. having paid up capital of Rs. 6 crores decided to
appoint Mr. Eskay aged 20 years and holding 51% of share capital as Managing Director. How
he can be appointed? (5+4+2+3+2 = 16 marks)

Q 4(a) Narrate the procedures for shifting of Registered Office of XYZ Ltd. (b) First Directors are
appointed by the Board of Directors ² Explain legal position. (c) XYZ Private Limited has 6
Directors. All the Directors stated that they are not liable to retire. State legal position. (d) What
are the matters to be included in the Annual Report (Director·s Report) with regard to
Management discussion and Analysis report

clause 49 of the Listing Agreement? (e)
Explain the essential elements which must be present in a valid contract (4+2+2+4+4 = 16
marks)

Q 5(a) When does a person cease to be a Director? (b) Negotiable instrument without
consideration is also valid ² State legal position (c) On allotment, amount of over-subscription if
any shall be refunded within 30 days from the date of allotment and cheque shall be sent by
registered post only. Do you agree? (d) What are the consequences in case of contravention of
any provision of Foreign Exchange Management Act, 1999? (e) What is understood by Asset
Management Company? (4+2+2+4+4 = 16 marks)

Q 6 Write explanatory notes on any four: (a) Consumer (Consumer Protection Act 1986) (b)
Independent Director (c) Re-sale Price Maintenance (d) Section 25 Company (e) Air pollution &
Air pollutant (f) Acceptor for honour (4 x 4 = 16 marks).

  !
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Only questions from section I are given below.

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[Section II pertains to Communication Skills and not reproduced here].





 


!  Comments on following statements (i) 21 days notice cannot be avoided to convene a valid Annual General
Meeting. (ii) Eligibility to Bonus depends on the period of actual service (iii) ABC Ltd. who acquires 51% equity
shares of VK Ltd., proposed for directorship of VK Ltd. (iv) Preparation and submission of µStatutory Report¶ is
compulsory for every Company (v) Best Co. Ltd. has seven shareholders which includes three directors. All the
shareholders and directors became insolvent. Hence the Company ceases to exist. (vi) A minor can be admitted as a
Partner in a Partnership firm. (vii) All dealership agreements require registration (MRTP Act, 1969). (viii) An
apprentice is a workman under Industrial Dispute Act. (ix) Goods bought and used exclusively for purpose of
earning one¶s livelihood by means of self-employment is a commercial purpose
 Mention the conditions subject to which the Gratuity is payable to Employees (2 x 9 = 18 +4 = 22 marks).

!" What are the restrictions on use of stream or well for disposal of Polluting matter, Water (Prev. & Control of
Pollution) Act, 1974?  The Statutory auditor certified the account of the Company without giving µTrue or Fair
View¶. Can the Company adopt such Accounts on the basis of clarification given by the Board of Directors? 
Mention the list of business in which resolutions may be passed through Postal Ballot.  Board of Directors of
ABC Ltd. want to contribute Rupees Ten Lakhs to National Defence Fund but Memorandum and Articles of
Association have not empowered. Advice whether the Board can contribute the said amount (4+3+5+4 = 16 marks)
!# What are the restriction or prohibition under Air (Prev. & Control of Pollution) Act, 1981 on the use of
Industrial plant?  How a Statutory Auditor of a Company is appointed?  Certain resolutions require special
notice at general meeting. What are those?  (i) How name of the Company (under Companies Act, 1956 ) can be
changed? (ii) Mr. A who is Director of 14 Public Limited Companies received offer from (1) Janata Charitable Trust
for Director (2) ABC Ltd. for an Alternate Director (3) XYZ Ltd. for Director (4) S.S. Pvt. Ltd. for Director. He
wants to accept all the offers. Advice (4+5+3+4 = 16 marks).

!$ Explain the essential elements of a valid contract.  State the Law relating to borrowing of funds by the
Company.  What are the procedures followed for appointment of Managing Director?  What is motion and the
different kinds of motion? (4+4+5+3 = 16 marks)

!% Distinguish between Ordinary Resolution and Special Resolution.  Can dividend be withheld after
declaration in Annual General Meeting? Explain legal provisions.  State the time limit for holding Annual
General Meeting by a Public Limited Company.  When notice for dishonour is not necessary (N.I.Act)?
(5+3+4+4 = 16 marks)

!& Write explanatory notes on any four  Resale Price Maintenance (MRTP)  Conditions & Warranties (Sale
of Goods Act)  Authentication of Balance Sheet and Profit & Loss Account  Lifting of Corporate veil 
Quorum for Board meeting (4 x 4 = 16 marks)

# !
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Only questions from section I are given below.

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[Section II pertains to Communication Skills and not reproduced here].





 


!  Comment on the following statements: (i) When contract becomes impossible to perform subsequent to the
agreement, it is called ³Doctrine of Frustration´? (ii) Stop payment instruction can stop prosecution (N.I. Act). (iii)
Even a minor can be appointed as proxy (iv) A qualified Homoeopathic Physician treated a patient with alopathic
medicine and the patient died. Can the said Physician be guilty of negligence under Consumer Protection Act, 1986?
(v) Partner can be expelled from the firm (vi) Secretarial compliance certificate is compulsory in all public limited
companies having authorised capital of Rs. 2 crores and above (vii) There is no time limit for issue of share
certificates by a company. (viii) The procedure of appointment of Director and Nominee Director are same. (ix)
Payment of Bonus is limited to available surplus  Are all contracts without consideration void? Do you agree?
(18+4 = 22 marks)

!" How share premium money are utilised by a Company?  Distinguish between ³Sale´ and ³Agreement to
Sale´  Workers are entitled to wages for strike period also. State the legal position  A Company is not ready
with the Annual Accounts, the Board of Directors decided to hold the AGM before the due date and adjourn it to be
held after Annual Accounts are ready. Is there any violation of Companies Act, 1956 (4+6+2+4 = 16 marks)

!# Mention the powers of official liquidator in winding up by the Tribunal.  State the provisions of
Companies Act to protect the interest of small depositors.  Who is interested director and what are the restriction
if any for such directors?  Gratuity can be forfeited without issue of Show Cause Notice ± Comment. (4 x 4 = 16
marks)
!$ What are the remedies available for default in holding Annual General Meeting?  State the procedures for
conversion of a Private Company to a Public Company by own volition  Board of Directors can exercise certain
powers at Board meeting without the consent of Shareholders ± Explain.  How are the Industrial Disputes settled?
(4+4+5+3 = 16 marks)

!% Discuss the different types of meetings which are held in a Public Limited Company.  State the
provisions of Water (Prevention & Control of Pollution) Act, 1974 regarding offences by the company  State the
procedures for payment of dividend to Equity Shareholders  State the limitations to alteration of Articles of
Association (4 x 4 = 16 marks).

!&Write explanatory notes on any four  Sweat equity shares  Doctrine of Ultra-virus  Drawee in case of
need (N. I. Act)  Restrictive Trade Practice (MRTP Act, 1961)  Goods sent on ³Approval´ or ³Sale´ or
³Return´ (4 x 4 = 16 marks).

 $% &% $% 
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Only questions from section I are given below.

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[Section II pertains to Communication Skills and not reproduced here].





 


!  Comments on the following statements: (i) Mere sharing of profit is not conclusive evidence of partnership.
(ii) An individual dispute is not an industrial dispute (iii) Bonus payment may be linked to production or
productivity (iv) an offer must be communicated to the acceptor (v) A surety is not discharged even when the
creditor changes his terms of contract with principal debtor (vi) µComplainant¶ means any person. (Consumer
Protection Act, 1986) (vii) The title to goods is transferred to the buyer immediately on payment of first installment
in Hire Purchase Agreement. (viii) Shareholders can over-rule the decisions of the Board of Directors (ix) It is
illegal to pay gratuity in excess of the limits prescribed in the Payment of Gratuity Act.  Distinguish between
Bailment and Pledge [18+4 = 22 marks].

!" Explain the remedies available to aggrieved party for breach of contract  What are the businesses required
to be considered in the Annual General Meeting?  In what way does the Companies Act protect the interest of
Deposit Holders in the repayment of deposit on maturity?  Any Public Ltd. Company can appoint both Managing
Director and Manger [6+4+4=2 = 16 marks].

!# Under what circumstances a person automatically vacates his office as a Director?  State the
consequences if the resolutions for reappointment of a retiring director is not passed at Annual General Meeting 
Violation of requirements of a valid allotments of shares by a company has serious consequences ± Comment. 
What do you mean by Demat of shares? [6+4+4+2 = 16 marks]

!$ Mr. Ram bought a Maruti Zen car from Mr. Shyam at Rs. one lakh. Mr. Ram was running the car for
sometime. Subsequently due to Mr. Shyam¶s defective title, Mr. Ram had to return the car to Mr. Laxman who was
the true owner. Is Mr. Ram entitled to recover the price from Mr. Shyam?  State the provisions regarding postal
ballot for General Meeting under Companies Act, 1956.  How the object clause of Memorandum of Association
can be altered?  What are the consequences of winding up orders by Tribunal? [4+4+4+4 = 16 marks]
!% Define ³Inter-connected Undertaking´. (MRTP Act, 1969)  Describe in brief the procedures for
incorporation of a Public Company  Discuss the procedures for appointment of Cost Auditor  Is it mandatory
for all companies to appoint a Company Secretary? [4+6+4=2 = 16 marks]

!& Write short notes on any four  Environment Audit,  Dissolution of Partnership  Corporate Governance
 Audit Committee  Bouncing of Cheques [4 x 4 = 16 marks].

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Only questions from section I are given below.

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[Section II pertains to Communication Skills and not reproduced here].





 


!  Comment on the following statements: (i) Bonus can be paid up to the total amount arrived at as available
surplus. (ii) A partnership at will does not require notice for its termination. (iii) A company not having a minimum
paid up capital may be penalized. (iv) A surety is a favoured debtor (v) A cheque issued without keeping sufficient
funds in the bank account will have serious consequences. (vi) ³Polluter pays´ principle is an accepted principle in
environment laws. (vii) A company wants to appoint Mr. A Chatterjee as its Managing Director, who is already
Managing Director of another company. (viii) A company which adopts Table A need not insist on qualification
shares for its directors. (ix) Quantum of gratuity depends on the length of service of an employee. [2 x 9 = 18 marks]
 Distinguish between lay-off and lock±out [4 marks]

!" State the significance of the expression µcommercial purpose¶ under the Consumer Protection Act.  State
the importance of µexplanatory statement¶ for a meeting.  Certain matters cannot be transacted by passing circular
resolution.  Distinguish between Managing Director and Manager. [4 x 4 = 16 marks]

!#State the provisions under the Companies Act, 1956 about preparation of books of accounts.  What are
the different ways in which a person may be appointed as Director?  The board of directors of a public company
refused to transfer shares of a shareholder. He wants to know about his remedies under the Companies Act, 1956.
 What are the ways in which a person may become a member in a company? [ 4 x 4 = 16 marks]

!$ Messrs Excellent Industries Private Ltd. has adopted its accounting year as April-March. Its Annual
General Meeting was held on 31.05.2003 adopting annual accounts for the year 2002-03. When should the next
meeting be held for 2003-04?  A private limited company wants to have provisions regarding meeting in its
articles of association which are not in conformity with the Companies Act, 1956. Discuss.  What are the
agreements declared as void under the Indian Contract Act?  State the contents of Annual Return. Who should
sign it? [4 x 4 = 16 marks]

!% Distinguish between Winding up and Dissolution of company.  Who may petition for winding up? [8+8
= 16 marks]

!& Write short notes on any four:  Directors¶ Responsibility Statement.  Special Audit  Unfair Trade
Practice  Supervening Impossibility  Minor as a partner. [ 4 x 4 = 16 marks]

 ' !
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Only questions from section I are given below.

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[Section II pertains to Communication Skills and not reproduced here].




!  Comment on the following statements - (i) All employees are entitled to Bonus as per Bonus Act. (ii) In the
absence of any Partnership Agreement, profit or loss are shared according to capital invested by the Partners
(Partnership Act, 1932). (iii) Large Ltd., which commenced its business from 1st January, 2003, can carry on any
type of business and in any area of the Country. (iv) A bank when gives a guarantee on behalf of a principal debtor,
is called a guarantor. (v) As per Industrial Disputes Act, 1947, the Charitable Institutions are not industry. (vi)
Drawee in case of need and Acceptor for honour are the same (vii) Air (Prevention and Control of Pollution) Act,
1981, provides certain measures to control air pollution (viii) Mr. B.S. Ghosh, aged 20 years, a qualified Company
Secretary has been appointed as Managing Director of M/s. Well To Do. Mfg. Ltd. for a term up to 75 years of his
age (ix) B, a partner, acting as an agent of the partnership firm transfers the firm¶s immovable property, by virtue of
implied authority. (x) Articles of Association of M/s. Reputed Mfg. Co. Ltd. provides Quorum for General Meeting
as two (2), proxy being counted for purpose of Quorum. (xi) Sukumar joined M/s Reputed Manufacturing Ltd., on
25.12.1998 and superannuated on 31.05.2003. Determine Gratuity if his last salary was Rs. 7,000.00 per month. (xii)
Mr. A Sen is appointed as an Alternate Director in place of Mr. D Sen being original Director. Alternate Director
absented himself from 4 consecutive Board Meetings. The Secretary is of the view that Mr. B Sen who is the
original Director is liable to vacate his office. [1.5 x 12 = 18 marks]

!  Distinguish between Retrenchment and Lay off [4 marks]

!" Mr. Buyer purchased a Scooter for Rs. 5,000/- on 1.7.02 from Mr. Seller, Mr. Buyer was running the
Scooter from the date of purchase. Mr. Unknown who was a True Owner has now demanded the Scooter from Mr.
Buyer who was not aware that Mr. Seller has no title to it. State the legal position.  What are the matters requiring
special notice?  Under what circumstances would one person constitute a meeting?  When and how can a
Shareholder of a company be the Chairman at the AGM? [4+4+4+4 = 16 marks]

!# Discuss the rights and powers of the auditor of the company  Under Section 233A, when may the Central
Government direct a special audit of the affairs of company?  Mention the circumstances when payment of
interest out of capital is allowed. Also point out the conditions for the same [6+6+4 = 16 marks]

!$ Explain the validity of the following:  As per Section 10 of Contract Act, consideration is an important
element for a contract to be valid. Hence all contract without consideration is void.  Entire amount of Profit can
be distributed as dividend by a company  The Articles of Association are compulsorily required to be registered
by every company  The principle of retirement by rotation is applicable to all types of companies [6+3+4+3 = 16
marks]

!% Mention the circumstances in which a company may be wound up by the Court.  What is meant by
mismanagement of a company? What are the remedial measures available to the minority shareholders?  What do
you understand by authentication of Balance Sheet and Profit & Loss Account? Explain the provisions of law in this
regard. [6+6+4 = 16 marks]

!& Write short notes on any four:  Service (Consumer Protection Act, 1986)  Depository system in India 
Interim Dividend  Negotiation and Endorsement of a Negotiable Instrument  Special Director  Floating and
Fixed Charges [ 4 x 4 = 16 marks]

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Only questions from section I are given below.

Answer question No. 1 [both (a) and (b)] which is compulsory and
attempt any three from the rest in section I.




!  Comment on the validity of the following statements: (i) In case of joint holding of shares notice of the
meeting is required to be sent to all the joint holders. (ii) Tea Party Ltd. paid dividend for financial year 2001-02 by
way of ten grams of Darjeeling tea per equity share of Rs. 10 each. (iii) Mr. Ambitious is appointed as a non whole-
time director of New Corporation Ltd. Mr. Ambitious is a director in 15 other companies. (iv) Perfect Ltd. declared
interim dividend on 28-02-2002. The dividend cheques were posted on 30.04.2002. (v) Mr. Confused does
supervisory work. Mr. Know has advised the company that the provisions of Industrial Disputes Act is not
applicable. (vi) Mr. Gourmet has bought 20 kgs. of foodstuff against cash payment from Mr. Not-a-gain under a
contract of sale (Sale of Goods Act). But half the consignment is rotten and Mr. Not-a-gain is refusing to refund the
money. (vii) The decision of a lower court is not binding upon the higher court. (viii) An agreement which does not
create legal relationships is enforceable in law. (ix) If a minor does not become a partner on attaining majority, his
share in the firm will not be affected for any of the firm¶s acts. (x) Set off and set on convey the same meaning. (xi)
A loan to a director whether in a private or public company is unregulated. (xii) Every company should hold a
statutory meeting. [1.5 x 12 = 18 marks]  Distinguish between Strike and Lock-out. [4 marks]

!" A minor was taken to the nursing home by his parents for treatment. Who is the consumer in this case and
who can claim compensation for deficiency in service?  A cost auditor submitted his cost audit report (in
duplicate) to the Central Government on 15.10.2002, relating to financial year ending 31.03.2002. The Central
Government¶s letter dated 20.10.2002 was replied by the cost auditor by his latter dated 30.11.2002. Comment. 
Distinguish between Special business and Special resolution. [3+5+8 = 16 marks]

!# An EGM was held on 30.04.2002. There were 10 items of business to be transacted. After completion of the
7th item the meeting was adjourned till 15th June, 2002. The board of directors added two more items of business for
consideration by the adjourned meeting. Advise on the legality and the procedure to be followed.  The accounting
year of X Ltd. ends on 31st March. The 4th AGM was held on 28.08.2001. Determine the date by when the 5th AGM
should be held.  Calculate the amount of gratuity payable to Mr. Retiree ± monthly salary Rs. 25,000/-, date of
joining 1.1.1977 and date of superannuation 31.08.2002.  It is mandatory for all companies to appoint a managing
director. ± Comment.  How does a person cease to be a director? [5+2+3+3+3 = 16 marks]

!$ Can shares be issued at a discount? Discuss the provision of law relating thereto.  Discuss the provisions
relating to the appointment of directors in a company. [4+12 = 16 marks]

!% Explain the essentials of a valid contract.  Distinguish between (i) Contract of indemnity and Contract of
guarantee & (ii) Hire purchase and Purchase on instalments. [8+8 = 16 marks]

!& Write short notes on any four:  Holder in due course  Public company  Shelf prospectus  Asset
management company  Remuneration of promoters  Continuous service [4 x 4 = 16 marks].Y