section - A

1. Perpetual succession of a company refers to its uninterrupted existence, unaffected by

changes in its members or owners.

2. Corporate Veil refers to the legal concept that separates the actions and liabilities of a
corporation from those of its shareholders, protecting shareholders from personal liability for
the company's debts and obligations.

3. The name clause of Memorandum of Association specifies the name by which the
company is registered, ensuring clarity, uniqueness, and legal recognition.

4. Articles of Association are the internal regulations and rules governing the management
and operation of a company, outlining its internal structure, procedures, and responsibilities
of its members.

5. The first directors of a public company are typically appointed by the subscribers to the
Memorandum of Association during the incorporation process.

6. Casting vote is a decisive vote exercised by the chairman or presiding officer in a meeting
to break a tie or deadlock on a particular issue.

7. Winding up of a company refers to the process of bringing its operations to an end,

liquidating its assets, and distributing the proceeds among creditors and shareholders
according to their respective rights.

8. Eligible parties to file a petition with the Tribunal for company liquidation include creditors,
shareholders, or the company itself if it is unable to pay its debts.

9. The primary purpose of Intellectual Property Rights (IPR) is to protect the creations of the
human intellect, such as inventions, literary and artistic works, designs, symbols, names,
and images, thereby encouraging innovation and creativity.

10. Partnership is a form of business organization where two or more individuals agree to
share the profits and losses of a business venture jointly, with each partner contributing
capital, labor, skills, or other resources.

Section - B

11. A public company is a type of company that can offer its shares to the public,
subject to regulatory requirements, and has limited liability. Its shares are traded on a
stock exchange, and it must comply with stricter regulatory standards compared to a
private company.
12. An abridged prospectus is a shorter version of the prospectus issued by a
company for inviting subscriptions to its shares or debentures. It contains the
essential information required by potential investors but is shorter and more concise
than the full prospectus.

13. CIN stands for Corporate Identification Number. It is a unique 21-digit

alphanumeric identifier assigned to companies registered in India by the Ministry of
Corporate Affairs. It helps in uniquely identifying a company and its information in
various transactions and communications.

14. The Memorandum of Association (MOA) is significant as it defines the scope of a

company's activities and its relationship with shareholders and the outside world. It
lays down the company's objectives, powers, and limitations, guiding its operations
and decision-making.

15. The doctrine of indoor management is a legal principle that protects third parties
dealing with a company in good faith. It assumes that those dealing with a
company's internal affairs have the authority to do so, even if there have been
irregularities or breaches of internal procedures.

16. Individuals disqualified for appointment as directors of a company include

minors, undischarged insolvents, persons declared by a court to be of unsound
mind, and those disqualified by law or under specific provisions of the Companies
Act.

17. A resolution is a formal decision or proposal passed by the board of directors or

shareholders of a company at a meeting. It represents the collective will or decision
of the company on a particular matter.

18. An independent director is a non-executive director who does not have any
material or pecuniary relationship with the company or its management, other than
their directorship. They are expected to bring impartiality and objectivity to the
board's decision-making process.

19. The different modes of winding up a company include voluntary winding up,
which can be either members' voluntary winding up or creditors' voluntary winding
up, and compulsory winding up initiated by a court order due to insolvency or other
reasons.

20. An official liquidator is a person appointed by the government to oversee the

winding up of a company, ensuring that its assets are properly liquidated and
distributed among creditors and shareholders according to the law.
21. A dormant partner is a partner in a partnership firm who does not actively
participate in the management or day-to-day operations of the business but
contributes capital and shares in the profits and losses of the firm.

22. TRIPS stands for Trade-Related Aspects of Intellectual Property Rights. It is an

international agreement administered by the World Trade Organization (WTO) that
sets down minimum standards for various forms of intellectual property protection,
including patents, trademarks, and copyrights, among WTO member countries.

Section - C

23. **Duties of a Promoter**:

- A promoter plays a crucial role in establishing a company right from its inception stage.
- Their duties include:
- Conceiving the idea of company formation.
- Assessing the feasibility and viability of the business idea.
- Floating the securities in the market.
- Making the prospectus of the company.
- Taking all the required steps to establish the company's business.
- Promoters shape the company but are not the actual owners; shareholders hold that position.

24. **Exception to Doctrine of Ultra Vires**:

- The doctrine of ultra vires states that a company cannot act beyond the powers conferred by its
Memorandum of Association (MOA).
- Exceptions include:
- Acts within the scope of the object clause but outside the authority of directors can be ratified by
shareholders.
- Directors appointed by the Tribunal, under Section 242, cannot be removed under these
provisions.

25. **Difference between Memorandum of Association (MOA) and Articles of Association (AOA)**:
- **MOA**:
- Contains fundamental information required for company incorporation.
- Specifies company's name, purpose, and capital.
- Constitution of the company.
- **AOA**:
- Contains rules and regulations governing the company's internal affairs.
- Details how the company is run, governed, and owned.
- Includes responsibilities and powers of directors and members' control over the board.
Certainly! Let's continue with the remaining questions:

26. **Provisions Relating to Removal of Directors**:

- A company can remove a director by passing an ordinary resolution at a general meeting.
- The director must be given an opportunity to be heard before the resolution is passed.
- Special notice of the resolution must be given to the company at least 14 days before the meeting.
- The director can also resign by giving written notice to the company.

27. **Different Modes of Voting**:

- **Show of Hands**: Each member has one vote, regardless of the number of shares held.
 - **Poll Voting**: Members vote in proportion to their shareholding. This method is used for
important decisions.
- **Proxy Voting**: Members can appoint someone else (a proxy) to vote on their behalf.
- **Postal Ballot**: Members vote by post on specific resolutions.

28. **Functions of Winding Up Committee**:

- The winding-up committee is appointed by the Tribunal during the winding-up process.
- Its functions include:
- Assisting the liquidator in the winding-up process.
- Representing the interests of creditors and contributories.
- Investigating the company's affairs and reporting to the Tribunal.

29. **Circumstances for Winding Up by Tribunal**:

- The Tribunal can order winding up if:
- The company is unable to pay its debts.
- The company has acted against the interests of sovereignty, integrity, or security of India.
- The company has not filed financial statements or annual returns for two consecutive years.

30. **Intellectual Property Rights (IPR)**:

- IPR refers to legal rights protecting creations of the mind, such as inventions, literary and artistic
works, and symbols.
- Types of IPR include:
- **Patents**: Protect inventions and new technologies.
- **Copyrights**: Protect literary, artistic, and musical works.
- **Trademarks**: Protect brand names, logos, and symbols.
- **Trade Secrets**: Protect confidential business information.
- **Industrial Designs**: Protect the visual design of objects.

31. **Rights and Duties of Partners in a Firm**:

- **Rights**:
- Right to participate in management.
- Right to share profits and losses.
- Right to access books and accounts.
- **Duties**:
- Duty of utmost good faith.
- Duty to indemnify for losses caused by willful neglect.
- Duty to render true accounts.
- Duty not to compete with the firm.

Section - D
**Question 32: What is Prospectus? What are its contents?**

A prospectus is a legal document issued by a company to invite the public to subscribe to its shares
or debentures. It provides essential information about the company to potential investors, enabling
them to make informed decisions about investing in the company's securities. The contents of a
prospectus typically include:

1. **Name and Address of the Company:** The full name of the company and its registered office
address.
2. **Objects Clause:** A statement outlining the main objectives and purposes for which the company
is established.

3. **Capital Structure:** Details of the authorized, issued, and subscribed capital of the company,
including the number and type of shares or debentures offered for subscription.

4. **Terms of the Issue:** Information on the terms and conditions of the securities being offered, such
as the issue price, minimum subscription, payment schedule, and rights attached to the securities.

5. **Management:** Details of the company's directors, their qualifications, experience, and

remuneration.

6. **Financial Information:** Financial statements including balance sheet, profit and loss account,
and auditor's report for the preceding years, providing insights into the company's financial health and
performance.

7. **Risk Factors:** Disclosure of potential risks associated with investing in the company, including
industry risks, regulatory risks, and business risks.

8. **Legal and Statutory Information:** Details of legal and statutory compliance, including approvals
from regulatory authorities, pending litigations, and contingent liabilities.

9. **Other Information:** Any other relevant information that potential investors need to know to make
an informed decision, such as the company's competitive position, market trends, and future
prospects.

A prospectus must comply with regulatory requirements and provide accurate and comprehensive
information to ensure transparency and investor protection.

**Question 33: What is Memorandum of Association? What are its important clauses?**

The Memorandum of Association (MOA) is a fundamental document that governs a company's

constitution and defines its scope of activities. It serves as the company's charter or constitution,
outlining the fundamental conditions upon which the company is incorporated. The important clauses
of a Memorandum of Association typically include:

1. **Name Clause:** Specifies the name by which the company is registered, ensuring uniqueness
and legal recognition.

2. **Registered Office Clause:** States the address of the company's registered office, which is the
official address for communication and legal purposes.

3. **Object Clause:** Defines the main objectives and purposes for which the company is formed,
outlining the activities it is authorized to undertake. Any activity beyond the objects clause is
considered ultra vires and void.

4. **Liability Clause:** States the extent of liability of the company's members, which can be limited by
shares, limited by guarantee, or unlimited.

5. **Capital Clause:** Specifies the amount of authorized share capital of the company and the
division of that capital into shares of fixed value.
6. **Association Clause:** Signifies the agreement of the subscribers to form a company and become
members, indicating their intention to be bound by the Memorandum and Articles of Association.

The Memorandum of Association is a crucial document that defines the company's external relations
and serves as a foundation for its legal existence and activities. Any alteration to the Memorandum
requires special procedures and approval by shareholders and regulatory authorities.

**Question 34: Explain different kinds of company meetings:**

Company meetings play a crucial role in corporate governance, facilitating decision-making,

communication, and interaction among stakeholders. There are various types of company meetings,
each serving specific purposes:

1. **Annual General Meeting (AGM):** An AGM is held by every company once a year, within six
months from the end of the financial year. Its primary purpose is to:
- Present financial statements and reports to shareholders.
- Declare dividends.
- Appoint or reappoint directors.
- Ratify the appointment of auditors.
- Discuss any other business specified in the notice.

2. **Extraordinary General Meeting (EGM):** An EGM is convened at any time other than the AGM to
address urgent matters that cannot wait until the next AGM. It may be called by the board of directors
or requisitioned by shareholders or directors. The agenda for an EGM is determined by the nature of
the business requiring immediate attention.

3. **Board Meetings:** Board meetings are held periodically (usually quarterly) to discuss and decide
on matters related to the management and administration of the company. Key agenda items typically
include:
- Review of financial performance.
- Strategic planning.
- Approval of major contracts and transactions.
- Appointment of executives.
- Compliance matters.

4. **Committee Meetings:** Committees, such as audit committees, remuneration committees, and

nomination committees, are formed by the board to focus on specific areas of governance. Committee
meetings are convened as needed to address matters within their respective mandates.

5. **Class Meetings:** In companies with multiple classes of shares, separate class meetings may be
held to discuss and vote on matters affecting a particular class of shareholders, such as alterations to
rights attached to their shares.

6. **Creditors' Meeting:** In the context of insolvency or liquidation proceedings, creditors' meetings

are held to discuss matters related to the administration of assets, appointment of liquidators, and
consideration of creditors' claims.

Each type of company meeting serves distinct purposes and follows specific procedures outlined in
the company's articles of association and relevant legal regulations.
**Question 35: What are the functions and duties of the liquidator in compulsory winding up?**

In compulsory winding up, the liquidator is appointed by the court to oversee the winding-up process
and ensure the orderly distribution of the company's assets among creditors and shareholders. The
functions and duties of the liquidator include:

1. **Taking Possession of Assets:** The liquidator takes control and possession of all assets, books,
records, and documents of the company.

2. **Realization of Assets:** The liquidator identifies, collects, and realizes the company's assets,
including selling assets, settling claims, and recovering debts owed to the company.

3. **Protection of Assets:** The liquidator takes steps to protect and preserve the company's assets
from loss, damage, or dissipation during the winding-up process.

4. **Settlement of Claims:** The liquidator investigates and settles claims made by creditors against
the company, adjudicating on the validity and priority of claims.

5. **Distribution of Assets:** After settling claims and meeting the costs of winding up, the liquidator
distributes the remaining assets among creditors and shareholders according to their respective rights
and priorities.

6. **Investigation:** The liquidator conducts inquiries into the affairs of the company, examining its
financial transactions, conduct of directors, and any instances of fraud or misconduct.

7. **Reporting:** The liquidator submits periodic reports to the court and stakeholders on the progress
of the winding-up process, including financial statements, asset realization, and distribution of
proceeds.

8. **Discharge:** Upon completion of the winding-up process, the liquidator applies to the court for a
discharge, confirming the completion of their duties and the dissolution of the company.

The liquidator acts as a fiduciary, exercising due care and diligence in carrying out their functions and
duties to ensure fair and equitable treatment of creditors and shareholders throughout the winding-up
process.