Higher National Diploma in Accountancy
Third Year – Second Semester Examination - 2017
HNDA 3202 – Corporate Law
Instructions to Candidates: No. of questions : 06
Answer only 05 questions including question no. 1 No. of pages : 03
Time allowed : 03 hours
Question 01
Write short answers for the followings
i) Define what is an offshore Company?
ii) List two restrictions imposed in naming of a company?
iii) Define the term “Insider Dealings”?
iv) What is the legal concept introduced in the case Soloman Vs. Solomon & Co.?
v) List Two Duties of Company Secretary?
vi) Name two modes of winding up of a company?
vii) State two duties of the directors?
viii) List two disadvantage of Partnership business?
ix) List two effects of certificate of incorporation?
x) Define the term ordinary resolution?
(02 × 10 = 20 Marks)
Question 02
i) Explain what are steps to be taken to reduce the state capital? (05 Marks)
ii) In what instances the companies can register its name without using the word limited?
(05 Marks)
iii) Explain the procedure for incorporation of a company (05 Marks)
iv) Discuss five advantage of the legal personality. (05 Marks)
(20 Marks)
Question 03
i) Differentiate share certificate from the share warrant. (at least three differences)?
(03 Marks)
ii) Differentiate Ordinary Shares from the Preference Shares (at least three differences)
(03 Marks)
iii) Discuss the provisions regarding the Annual General Meeting (AGM) ? (07 Marks)
iv) Discuss the liability of the expert regarding the misstatement in the prospectus
(07 Marks)
(20 Marks)
Question 04
i) NAWALA (Pvt) Ltd became the stage of serious loss of capital: if you are the one of
the director of the company what would you do in the following instances?
(05 Marks)
ii) Mr. Kolitha a Director in RISLAK PLC celebrated his 70th Birthday last month.
Advice to the parties. (05 Marks)
iii) RANDUNU Lanka appointed Mr. Malan as a Director for five years. But company
need to remove Mr. Malan from the post after two years of his appointment. Advice
to the company. (05 Marks)
iv) Board of Directors in BILANKA PLC needs to enter in to a major transaction. Advice
to the directors. (05 Marks)
(20 Marks)
Question 05
Advice regarding the followings
i) Appointment of an Auditor? (03 Marks)
ii) Main Duties of an Auditor (03 Marks)
iii) Removal of an Auditor? (03 Marks)
iv) Instances which the company can wind up by court (03 Marks)
v) Define the term official receiver and liquidator (04 Marks)
vi) Explain the legal effect of declaration of Solvency (04 Marks)
(20 Marks)
Question 06
Write short notes about four of the following topics.
i) Provisions for minority protection
ii) Doctrine of “Ultra Vires”
iii) Overseas Companies
iv) Pre-incorporation contracts
v) Company winding up under the supervision of Court
(04 × 05 = 20 Marks)
