COMPANY LAW

IMPORTANT QUESTIONS

1. Lifting of the Corporate Veil

2. Illegal Association
3. Company is a Separate Legal Entity—Saloman Vs. Saloman
4. Perpetual Succession
5. Common Seal
6. Conversion of Private Company into Public Company and Vice Versa
7. Consequences of Default in Conditions applicable to a Private Company
8. Foreign Companies
9. Procedure for Incorporation of a Company
10. Certificate of Commencement of Business
11. Certificate of Incorporation is a Conclusive Evidence
12. MOA and AOA are Contracts between Company and Members and Members’ inter se—
Eley’s Case
13. Doctrine of Ultra Vires
14. Doctrine of Constructive Notice
15. Doctrine of Indoor Management—Turquand’s Rule—Exceptions
16. Procedure for Alteration of
a. Name
b. Registered Office
i. From one place to another same city, town or village
ii. From one city, town or village to another same state, same ROC
iii. From one city, town or village same state different ROC
iv. From one State to another State (s. 17)—Power exercisable by CG (RD)
now
c. Objects Clause

d. Capital Clause

17. Commencement of a business in other objects by an existing company (S. 149 (2A)
18. Promoters—Liability—Disclosed Vs. Undisclosed Profits—Erlanger’s Case
19. Preliminary Contracts—Cannot be ratified—Kelner Vs. Baxter
20. Issue of Shares at Premium—Utilization of Premium
21. Issue of Shares at a Discount
22. Issue of Sweat Equity Shares
23. Rights Issue—Avoiding Rights Issue
24. Buy Back of Shares(s.77)
25. A Company cannot Purchase or fund the purchase of its own shares(S. 77A)
26. Underwriting
27. Bonus Issue—SEBI Guidelines
28. Prospectus—Misstatements—Liabilities of Promoters and Experts—Defences available
(s.62 and 640
29. Charges registrable under the Act
30. Consequences of Non-Registration of a Charge
31. Condonation of Delay
32. Floating Charge—Crystallization of
33. Memorandum of Satisfaction
34. Forfeiture and Reissue of Shares
35. Member—Definition(s.41)
36. Methods of Becoming a member and ceasing to be one
37. Irregular Allotment—Effect of
38. Registration of Transfer in the event of Death of Transferor—Notice required
39. Refusal to register Transfer of Shares/ Rectification of Register of Members--Remedies
40. Disqualification of Directors
41. Qualification Shares
42. Director Appointed by board
a. Additional Director
b. Casual Vacancy
c. Alternate Director
43. Retirement of Directors by Rotation and Automatic Reappointment
44. Vacation of Office by Directors (S. 283)
45. Removal of Directors (S. 284)
46. Appointment of a Person other than the Retiring Director (S. 257)
47. Managerial Personnel—Restriction on Remuneration
48. Resignation of Directors
49. Office or Place of Profit
50. Powers of Directors (ss. 292, 293)
51. Political Contribution (S. 293A)
52. Contracts in which Directors are Interested—Disclosure of Interest by Director—
Interested Director not to be counted for Quorum etc.,
53. Loan to Directors
54. Company Secretary—Appointment—Powers and Duties
55. Board Meetings (s. 285 to s. 288)
56. Passing of Resolutions by Circulation
57. General Meetings
a. AGM
b. Statutory Meeting
c. EGM by Requisition
 d. AGM/EGM by CG and Tribunal
58. Meetings
a. Quorum
b. Proxy
c. Chairman
d. Notice
e. Poll
f. Special Notice
59. Intercorporate Loans and Investments
60. Sole Selling Agents
61. Appointment of Auditors
a. First Auditor
b. Resignation
c. Appointment of Auditor where s. 224A applies
d. Appointment of Person other than Retiring Auditor at AGM
62. Conditions for Declaration of Dividend—Interim Dividend—Unpaid Dividend—
Declaration of Dividend out of Accumulated Reserves
63. Demerger—Special Majority under s. 391—Takeover Bid—Amalgamation in Public
Interest
64. Grounds for Compulsory Winding up
65. Distinguish between
a. Private Company and Public Company
b. Holding Company and Subsidiary
c. Preliminary Contract and Provisional Contract
d. ESOP and ESOS
e. Reserve Capital and Capital Reserve
f. Sweat Equity and Issue of Shares on Preferential Basis
g. Rights Issue and Bonus Issue
h. Sweat Equity and ESOP
i. Debenture and Debenture Stock
j. Debenture and Loan
k. Share and Share Warrant
l. Share and Stock
m. Mortgage and Charge
n. Forfeiture and Surrender of Shares
o. Transfer and Transmission of Shares
p. Special Resolution and Ordinary Resolution
q. Special Business and Ordinary Business
r. Winding up and Dissolution