Q1 Distinguish between Reserve Capital and Capital Reserve.

Or
‘Reserve Capital’ and ‘Capital Reserve’ are one and the same.
Q2 Distinguish between sweat equity and the issue of capital on a preferential basis.
Q3 Distinguish between: ESOS and ESOP.
Q4 Distinguish between nominal capital and subscribed capital.
Q5 Distinguish between bonus shares and right shares.
Q6 Distinguish between sweat equity shares and employees stock option scheme.
Q7 Distinguish between preference share capital and equity share capital.
Q8 Write a short note on sweat equity shares.

Q9 Bonus issue may be viewed as a ‘right issue’ except that money is paid by the company on
behalf of the investing shareholders from its reserves. Comment
Q10 Redeemable preference shares are not preference shares. Comment.
Q11 Preference share are cumulative unless expressly stated to be non-cumulative. Comment

Q12 Every employee of the company is eligible to participate in Employee Stock Option Scheme
(ESOS). Comment

Q13 Whether equity shares already issued can be converted into redeem¬able preference shares?
Q14 In no circumstances a company can issue redeemable preference shares with a redemption
period of 20 years.
Q15 Section 62 ensures pre-emptive rights of shareholder. Discuss
Q16 Referring to the provisions of Companies Act, 2013, state that con-ditions required to be fulfilled
before a company can issue bonus shares to the shareholders of the company.

Q17 The Board of directors of Aakash Limited, a listed company, at its meeting held on 1 st April, 2015
announced a proposal for issue of Bonus shares to all equity shareholders of the company at 1:1
ratio. On 1st May, 2015, the directors at another meeting passed a resolution to reserve the proposal
of bonus issue announced on 1st April, 2015. Discuss the validity of proposal and the reversal.

Q18 Securities premium shall be utilised only for certain specific purposes only. Comment
Q19 In view of provisions of Companies Act, 2013 relating to ‘securities premium’, state whether the
amount lying in securities premium account of a company can be used:
(i) For issuance of Bonus shares; and
(ii) For payment of dividend declared by the company at its General Meeting.

Q20 Radhika Textile Limited has utilised the securities premium during the financial year 2016-2017 as
follows:
(i) Rs. 15 lakhs against expense of foreign travelling of directors.
(ii) Rs. 5 lakhs for writing-off the balance of preliminary expenses of the company.
(iii) Rs. 10 lakhs distributed as dividend for the financial year ending 31st March, 2017.
You, being the secretarial Auditor of the company, referring to the provision of Companies Act, 2013
relating to securities premium account, examine the validity of the above.

Q21 Board of directors of Progressive Limited decides to issue equity shares of a company with
differential voting rights. Examining the provision of Companies Act, 2013, State the conditions to be
complied with the company in this regard.
Q22 As a practising Company Secretary, advise your client company regarding the matter relating
to issue of shares with differential rights, to be included in the Board of Directors Report.

Q23 A2Z Management Services Limited is a listed company quoted at Bombay Stock Exchange
Limited. The company closed its register of debenture holders in June and August 2016 for 12 and 21
days respectively. The chief financial officer (CFO) of the company has informed the secretary of the
company to consider closing the register in December for another 15 days for some strategic
reasons. Referring to the provisions of Companies Act, 2013, examine the validity of action of the
company.

Q24 Distinguish between: Letter of Allotment & Letter of Renunciation.

Q25 Distinguish between: Brokerage and Underwriting Commission.

Q26 What are the important rules relating to forfeiture of shares.

Or
Write a short note on conditions for valid for forfeiture of shares.

Q27 A company has forfeited shares of a defaulting shareholder for non-payment of call money.
However, the defaulting shareholder approaches the Board after forfeiture of shares to cancel the
said forfeiture. What should the Board do? Give your advice.

Q28 A public limited company incorporated under the Companies Act, 2013 may amend its articles
of association so as to confer upon it power to forfeit the shares of those members who have
defaulted in the payment of calls made by the company. Comment (December 2015) (5 marks)

Question 29.
Explain the manner in which calls on shares should be made by the company. (December 2012) (4
marks)

Question 30.
Well-done Limited wants to make a first call of INR 30 on equity share of nominal value of INR 100
each on 16th October, 2011. Can it do so? Further, if the company proposes to make second call on
7th November, 2011, will it be permitted to do so? (December 2011) (4 marks)

Question 31.
On receipt of 85% of the minimum subscription stated in the pro-spectus, Little Stars Limited allotted
200 shares to Ranjit and the money was deposited in a scheduled bank. Later on, it was revealed
that 40% of the amount withdrawn was for acquisition of fixed assets for the company. Ranjit,
knowing these facts, refused to accept the allotment contending that the allotment was a irregular
under the provisions of the Companies Act, 2013.
As an expert on company law advice Ranjit. (December 2014) (4 marks)

Question 32.
Distinguish between: Beneficial owners under Depository Mode and Registered owners under
depository mode. (December 2012) (4 marks)

Question 33.
Distinguish between “Transfer of Shares” and “Transmission of Shares”. (December 2016) (4 marks)
Question 34.
Write a short note on Fungibility. (June 2013) (4 marks)

Que. 35:
What do you understand by the transmission of shares? (December 2009) (2 marks)
Question 36.
What are the benefits of a depository system? (December 2010) (8 marks)
Or
Question: What are the benefits of a depository system of stock holding? (December 2012) (4 marks)

Q37 Confident Limited has forfeited 50,000 equity shares of the com¬pany @ INR 10 each and same
were re-issued. After the filing of the annual return, of the Registrar of Company (ROC) has issued
Show Cause Notice to the company for default of provision of section 39 of the Companies Act,
2013. Is the action of the ROC tenable under the provision of Companies Act, 2013? Discuss with
relevant case law, if any. (June 2018) (4 marks)

Q38 Grace Limited, a public limited company has received an application from Rosy for transmission
of certain shares in her name. Rosy, being a widow of a shareholder, applies for transmission of the
shares standing in the name of her deceased husband without producing a succession certificate.
Can the company transfer the shares of the deceased member? Discuss. (December 2009) (4 marks)

Q39 In the case where the shares of a company are held in joint names of two persons Arpit and
Rakshit and one of these joint-holders requests the company to split the shares equally between
them by issuing fresh share certificates, what should the company do? (June 2010) (4 marks)

Question 40.
Layman is a holder of a share warrant in Ontime Fliers Limited, a public limited company.
Unfortunately, the layman is unaware of any of the formalities to be compiled for transferring the said
share warrant. Advise him about the formalities to be completed in this regard. (June 2010) (4 marks)

Question 41.
1000 shares of Astro Limited are registered in the name of the three-person P, O, and R jointly.
Interestingly, the articles of the company provide that the survivors shall be the person to be
recognized by the company as having any title to the shares of the company. Unfmately, P, and O
died in an air crash. In these circumstances, R is the Ivor claims to be the full owner of the said shares.
However, the legal heirs of P and 0 are also making counterclaims. Who will succeed? Explain
(December 2012) (4 marks)

Question 42.
A B and C are joint-holders of shares of Carehead Limited. The joint holders now ask the company for
altering or rearranging the serial order of their names in the register of members of the company. In
reply, the company intends to ask the joint-holders to execute a transfer deed for the transposition of
names in the register of members. Advise the company on the course of action. (December 2012) (4
marks)

Question 43.
Aniket has fraudulently sold his shares to two different transferees. Who will be entitled to the shares in
priority? (June 2018) (4 marks)

Question 44.
Raman Pvt. Ltd. has only two shareholders, X and Y. All shares were fully paid up. X sold all his shares
to Y and the company carried on its business activities thereafter. Comment. (December 2018) (5
Marks)

Question 45.
If a company has appointed a Company Secretary then his signature is mandatory on the share
certificate issued by the company. Analyze with reference to the provisions of the Companies Act,
2013. (December 2018) (3 marks)

Question 46.
The concept of treasury shares in the United Kingdom is the same as the buy-back of shares in India.
Examine (December 2018) (3 marks)

Question 47.
Premium Ltd. is considering buy-back of its shares without using any proceeds of shares or other
specified securities. The balance sheet of Premium Ltd. shows the following status as of 31st March
2018 :

Assets/Liabilities

Share Capital:
1,00,000 equity Shares of INR 10 each (Fully paid)

Free Reserve

Unsecured Debt

Secured Debt

Determine the maximum Quantum of buy-back of shares with the shareholder’s approval as of 1st
April 2018. (December 2018) (5 marks)

Question 48.
The Board of directors of XYZ Ltd. wants to delegate all or any of their powers to any of the directors
of the company or any person even not in the employment of the Company for the transfer of
securities. Referring to the provisions of the Companies
Act, 2013 advise in the matter. (December 2018)(5 marks)

Question 49.
The Articles of Association of a company cannot impose a blanket ban prohibiting the transfer of
shares in favor of a minor. Such a restriction is unreasonable and not sustainable. Comment (June
2019) (5 marks)

Question 50.
“If a company does not receive a minimum subscription, it should re-fund money received from
applicants within such time as may be prescribed”.
Explain the above statement with suitable Comments. (June 2019) (3 marks)

Question 51.
State the time limit within which certificate of securities as provided in Companies Act, 2013 to be
issued in case of:
(i) Any allotment of shares.
(ii) Any allotment of debentures.
What is the punishment in case of default committed in the above cases? (June 2019) (3 marks)

Question 52.
Draft “A specimen of the deed of Assignment of shares of a company”. (June 2019) (3 marks)

Question 53.
A public limited company has only seven shareholders Being all ti shares paid in full, one such
shareholder purchased all the shares of another shareholder in a private settlement between them
reducing the No. of shareholders to six. The company continues to carry on its business thereafter.
Discuss with reference to the Companies Act, 2013 the implications of this transaction on the
functioning of the company. (June 2019) (5 marks)

Question 54.
Pluto Ltd. was incorporated on 10th June 2013 in Delhi and is engaged in the business of providing
specialized catering services for corporate events. The Board of directors proposed to venture into
event management services, which requires the alteration of the object clause of the Memorandum
of Association of the company. Draft the necessary resolution assuming relevant data. (June 2019) (4
marks)

Question 55.
Prism Ltd. has 50 preference shareholders called preference shareholders meeting for amending the
terms of these shares. ‘A’ was the only preference shareholder who attended the meeting. He,
however, held the proxies from all other preference shareholders. He took the chair, conducted the
meeting, and passed a resolution for amending the terms of the issue of these shares. Examine the
validity of the meeting and the resolution passed. (June 2019) (4 marks)