2. What is Winding-up?

What are the various modes for winding-up of a company under the
Companies Act, 2013? (Marks 10)
3. Explain the rule lay down in case of Fossv. Harbottle (1845) Ch 319. Discuss also about
exceptions of this rule. (Marks 10)
4. Discuss the modes of appointment and removal of Directors of company under the Companies
Act, 2013. Whether a legal person may be appointed as a Director? (Marks 10)
5. What is Corporate Social Responsibility? Discuss Corporate Social Responsibility activities as
provided under the Companies Act, 2013. (Marks 10)
6. What steps has been taken by the Companies Act, 2013 for the protection against
Mismanagement? (Marks 10)
7. Write Short notes on any Two of the followings: (Marks 5×2= 10)
a. Power and functions of Liquidators.
b. Principles and Policies of Corporate Governance.
c. Role of Central Government in Corporate Abuses.

2. Who may be appointed as director in a Company? Discuss the legal position of a Director in a
Company. (Marks 10)
3. What steps has been taken by the Companies Act, 2013 to protect the Minority Rights?
(Marks 10)
4. Discuss the powers and functions of central government in relation to protection against
mismanagement in a company. (Marks 10)
5. What is Corporate Social Responsibility? Discuss the relevant provision of the Companies
Act, 2013 in the regard. (Marks 10)
6. With the help of relevant case laws discuss the meaning of the terms compromise and
arrangement. Also discuss its scheme. (Marks 10)
7. Write short notes on the following :- (Marks 5×2=10)
a. Powers and duties of directors.
b. De-merger.

2. (a) A restructuring wave is sweeping the corporate sector the world over, taking within its fold
big and small entities, comprising old economy business conglomerates and new economy
companies as well. Mergers, amalgamation, acquisitions, and consolidation have become an
integral part of the new economic paradigm. Do you agree? In the light of the above statement,
discuss the meaning, relevance and extent of the terms „Merger‟ and „Amalgamation‟? Explain
the different kinds of Mergers and discuss the economic aspects and benefits and needs arising
out of such schemes of M&A. (Marks 5)
(b) What do you mean by “Voluntary Winding up” and briefly talk through the consequences of
voluntary winding up upon the status of company and BOD? Establish the point of contrast
between Members and Creditors Voluntary winding up. Mention relevant provisions of law.
(Marks5)
3. (a) Section 391 & 392 is a boon for corporate restructuring particularly in the current era. This
section is wide enough to include any reasonable compromise and arrangement and as a matter
of fact, advantage has been taken of this section to carry through schemes of the most varied
nature. These sections along with Sec 394 have proved to be a major legislative blessing for the
schemes related to mergers and amalgamations. Justify the above statement. Discuss the meaning
of the terms “Compromise”, “Arrangement”, “Class of Members & Creditors”. Critically analyse
the scope and importance of theses sections. Support your answer with case laws. (Marks 5)
(b) Wellington Co. Ltd was incorporated for the purpose of manufacturing sewing machine tools,
threads and other implements of like nature. It spent a substantial part of its subscribed capital on
fixed assets. Moreover it borrowed a sum of 20 lakhs from a bank for providing working capital.
As Wellington was unable to pay back this loan otherwise, the stock-in-trade, plant and
machinery along with the other fixed assets of the company were sold out in execution of a
decree obtained by the bank, leaving no surplus of the company. Would it be just and equitable
for the company to wind up? What do you mean by the term “substratum” and what are the
factors that determine it? Briefly discuss the circumstances that may be acceptable or
unacceptable to the Court in passing an order under this ground. Refer case laws. (Marks 5)
4. (a) The idea of corporate social responsibility although not a recent one, is most certainly a
contemporary one, with debates raging like wildfire about it. What exactly is it? What is its
relevance? How can it be actually implemented? In the wake of its evolution at the international
level it has left a mighty trail indeed. From OECD to UN Global Compact to European Union, in
almost all the nations there are tale tale evidences of the manifestation of CSR. As far as India is
concerned after several rounds of debates and discussions at every level we finally gave it a
statutory recognision under the New Companies Act. With respect to the above context discuss
the concept, importance, need of CSR in India. Also discuss the statutory provision as far as New
Companies Act, 2013 is concerned. (Marks 5)
(b) Write a note on the status, appointment and functions of the Official Liquidator. (Marks 5)
5. In today’s business environment, when corporate governance has assumed immense
significance and is important for sustainability, it is crucial for corporates and stakeholders to
understand the rationales behind corporate governance principles, what would be the adequate
mechanism to implement the same, and the benefits which accrue to companies that have a
sound system of governance in place. Justify the above statement. Discuss the concept, evolution
and benefits that arise out of corporate governance. Justify how corporate governance aims at
achieving business excellence. (Marks 10)
6. “Winding up brings about an end of the legal existence of a company. It affects not only the
status of the company, but also the rights of the shareholder, contributories, creditors and
employees of the company.” Examine the above statement and discuss how winding up affects
the rights and liabilities of the above parties. In doing so, discuss the different grounds for
compulsory winding up giving special emphasis on scope the terms „Failure to commence
business‟ and “Inability to pay debts”. Refer some case Laws. (Marks 10)
7. Write Short notes on: (Marks 5x2=10)
a. Persons who can file a winding up petition under the provisions of Companies Act, 1956
b. Commencement of winding up

2.
a. Explain the scope of the term „Contributory‟ and briefly discuss the nature and extent of its
liability. Also mention the status of the persons, who shall be liable to be treated as contributory
on the winding up of a company. (Marks: 4)
b. There is no power given in the Companies Act or in any other Act, by which a company duly
incorporated can be got rid of unless it can be got rid of by being extinguished by the section of
the Act which provides for the winding up of companies. Thus a company is brought into
existence, by a legal process and when for any reason, it is desired to end its existence; it must
again be by the process of law. Do you agree? What do you mean by the compulsory winding up
and who can apply for it? With respect to the above paragraph, elaborate in detail grounds for
compulsory winding up by court giving special reference to the ground of inability to pay its
debts. (Marks: 6)
3.
a. “The preliminary duty of a liquidator is to conduct equitably and impartially, and according to
the provisions of the Act, the proceedings in the winding up of the company whose liquidator he
is appointed”. Briefly contemplate on the status, powers and duties of a Liquidator in a winding
up proceeding. (Marks: 5)
b. Discuss the provisions of SEBI Act 1992 with respect to the right to appeal before the
Securities Appellate Tribunal (SAT). (Marks: 5)
4. Write short notes on: (any two) (Marks: 5X2=10)
a. Consequences of Winding up order.
b. Relation between Liquidation, Winding up and Dissolution.
c. Depository – A system
5. What is the scope of the term “Voluntary winding up”. Explain in detail the provisions related
to the different types of voluntary winding up. (Marks: 10)
6.
a. The increase in the size of the industrial units and business corporations due to technological
developments, economies of scale and other factors has created a situation wherein the capital at
the disposal of one or few individuals is quite insufficient to meet the growing investment
demands. A developed capital market can solve this problem of paucity of funds as it provides a
number of profitable investment opportunities. Justify the above statement. Discuss elaborately
the structure, constituents and role of the Capital market towards the growth of Indian economy.
In doing so also discuss the evolution of Indian Capital Market and the remarkable reforms that
has taken place in the recent past. (Marks: 07)
b. Write a note on Dematerialisation of Securities. (Marks: 03)
7. “The role of Controller of Capital Issues in the Finance Ministry needs to be reviewed,
especially in the context of the emerging industrial & financial scenario. The practice of
Government control over capital issues, as well as well as over the pricing of issues, has lost its
relevance in the changed circumstances of today. It is therefore proposed to do away with
Government control over capital issues including premium fixation. Companies will be allowed
to approach the market directly provided the issues are in direct conformity with published
guidelines relating to disclosure and other matters related to investor protection. Government
proposes to bring necessary legislation to implement this decision” – Dr. Manmohan Singh,
Finance Minister in his budget speech for the year 1991-92. In light of the above paragraph,
critically discuss the historical backdrop, need and
importance of SEBI in the capital market. With the help of the important provisions of the SEBI
Act 1992, also discuss the jurisdiction, powers and function of the Board. (Marks: 10)

1. A regime of financial liberalization makes it imperative to have strong measures for investor
protection in order to ensure that benefits of liberalization are not largely cornered by some small
sections of the society, mainly company promoters and market intermediaries. Without strict
regulation, strong cornering tendencies of the above kind will have no check. The Securities
Exchange Board of India emerged as an apex regulatory and development agency of the capital
market and stock exchanges in India in the year 1992. With respect to the above context discuss
the need for such an autonomous regulatory body coming into picture and also talk about and
justify in detail the efficient role and contribution played by SEBI in effective functioning of the
Securities Market in India with the help of relevant sections in the Act.
2. Mergers & Acquisitions are an integral part of the new economic paradigm, especially in
today‘s booming Indian economy. Many companies are enchanting advantage of Mergers &
Acquisitions as a strategy for growth, and occasionally for an exit. The inclination of companies
towards the merger and acquisition activities has resulted in serious concern for ministry of
corporate affairs to regulate and monitor the entire situation in a more systematic and effective
manner. The Indian Capital Market, during the previous financial years has witnessed a steep rise
in the field of mergers and acquisitions across diverse sectors of the economy and unlike in the
past, such activities are not restricted to acquisitions within India or of Indian companies. With
Indian corporate houses showing sustained growth over the last decade, many have shown an
interest in
growing globally by choosing to acquire or merge with other companies outside India. In light of
the above paragraph briefly discuss the terms Mergers, Amalgamation and Takeover. Concisely
talk trough the position in India with the help of relevant sections mentioned in the Companies
Act 1956 and justify the issues with the help of landmark judgments.
3. In today’s business environment, corporate governance has assumed immense significance and
is important for shaping the socio-economic environment of a country. It is thereby crucial for
the corporates and other stakeholders to understand the rationale behind corporate governance
principles, what would be the adequate mechanism to implement the same, and the benefits
which accrue to the companies that have a sound system of governance in place. With reference
to the above context briefly discuss the term Corporate Governance along with the benefits and
principles involved. With regards to the Indian context, discuss the important issues that have
been highlighted by the several Committees on Corporate Governance.
4. The Indian Capital Market has been experiencing metamorphic changes during the last few
years. The changes have been more pronounced in the last couple of years with the advent of
libreralisation pertaining to the industrial policy, financial services industry, interest rates, etc.
The competition has become very intense and real, thus affecting the entire market as a whole.
The capital market thus provides an alternative mechanism of reallocating resources;
channelizing household savings to the corporate sector and allocates funds amongst different
firms. In this process it allows both firms and households to share the risk. Briefly explain the
different parts of Capital Market along with of role played by capital market in economic
development of a country.
5. Write Short Notes on: (Any TWO)
a. Corporate Social Responsibility
b. Depositaries – A system
c. Stock Exchanges
d. Securities Appellate Tribunal