Q1 Perpetual Succession is a companyIncompany law,perpetual successionis the continuation of acorporation's or other organization's existence despite the death, bankruptcy, insanity, change in membership or an exit from the business of any owner or member, or any transfer ofstock ,etc.Perpetual succession, along with thecommon seal, is one of the factors explaining a corporation's legal existence as separate from those of its owners. This principle states that: death, insolvency ,insanity etc. of any member of a company does not affect the continuity of the company. thus the life of the company does not depend upon the life of its members. it shall continue forever irrespective of continuity of its members or directors. except in case of winding up or liquidation of a company."Perpetual Succession" in a company is best defined by this line -Members may come and go but the company goes on forever.It is one of the fundamentals of a company's existence. Perpetual succession means that a company's life is not determined by the longevity of its members, shareholders, promoters, directors, employees or anyone else. If a shareholder dies, or hypothetically, all the shareholders die, only their SHARESin the company will be transferred to new people. If even a key director resigns, she will be replaced but the company will continue on.

Q2 Procedure of members, ultera winding-upWinding up of a company may be required due to a number of reasons including closure of business, loss, bankruptcy, passing away of promoters, etc., The procedure for winding up of a company can be initiated voluntarily by the shareholders or creditors or by a Tribunal. In this article, we look at the procedure for winding up of a company voluntarily.What is a members voluntary winding up?A members voluntary winding up is the process for a solvent company when its members no longer wish to retain the companys structure because the company has reached the end of its useful life. PROCEDURE FOR MEMBERS VOLUNTARY WINDING UP UNDER THE COMPANIES ACT, 1956The Companies Act 1956 provides for Winding up of the company. The Winding up may be voluntary Winding up or Winding up under supervision of the Court. The Voluntary Winding up may be members voluntary Winding up or creditors voluntary

Q3 Doctrine of ultra virusThedoctrineofultraviresplayedanimportantroleinthedevelopmentofcorporatepowers.Thoughlargelyobsoleteinmodernprivatecorporationlaw,thedoctrineremainsinfullforceforgovernmententities.Anultraviresactisonebeyondthepurposesorpowersofacorporation.Theearliestlegalviewwasthatsuchactswerevoid.Underthisapproachacorporationwasformedonlyforlimitedpurposesandcoulddoonlywhatitwasauthorizedtodoinitscorporatecharter.Thisearlyviewprovedunworkableandunfair.Itpermittedacorporationtoacceptthebenefitsofacontractandthenrefusetoperformitsobligationsonthegroundthatthecontractwasultravires.Thedoctrinealsoimpairedthesecurityoftitletopropertyinfullyexecutedtransactionsinwhichacorporationparticipated.Therefore,thecourtsadoptedtheviewthatsuchactswereVoidableratherthanvoidandthatthefactsshoulddictatewhetheracorporateactshouldhaveeffect.

Q4 Feature of Articles of association

features: the Model Articles do not allow for the issue of nil or partly paid shares; they make no proper provision for multiple classes of shares; they do not contain provisions for alternate directors which could be useful for companies where directors are to be absent for extended periods; they contain no provisions expressly covered by the Act such as members rights, proxies, meetings regimes, share pre-emption or directors conflicts, assuming instead that all directors have sufficient knowledge of the Act in detail clearly an unreasonable assumption in the majority of owner managed businesses; they do not contain any provisions for a change of name to be effected by board resolution; they only allow for a Director's written resolution to be passed by a unanimous decision; they include no provision for the appointment of a company secretary if the company has one.

Q5 Statutory provisions relating of managerial RemunerationThe term remuneration covers the following types of expenditure incurred by the company for its Director or his family Rent free accommodation; Any benefit or amenity in respect of accommodation free of charge; Any other benefit or amenity free of charge at a concessional rate; Any personal obligation; and Insurance on the life of, or to provide any pension, annuity or gratuity for, any of the director or his /her spouse or child.But the definition is inclusive one. It covers every amount that the company pays or spends for or for the benefit of a Director, in whatever form and by whatever name.

Q6 Power of official liquidators in case ending-up of a companyA company may voluntarily wind up itself, either by passing:

An ordinary resolution, where the purpose for which the company was formed has completed, or the time limit for which the company was formed, has expired.

Or

By way of special resolution

Both types of resolution shall e passed in the general meeting of the company. (484)Once the resolution of voluntarily winding up is passed, and then the company may be wound up, either through:

Members voluntarily winding up, or

Creditors voluntarily winding up

The only difference between the abate two, is that in case of members voluntarily winding up, Board of Directors have to make a declaration to the effect, that company has no debts. (488)

MEMBERS VOLUNTARILY WINDING UP

Directors of the company shall call for a Board of Directors Meeting, and make a declaration of winding up, accompanied by an Affidavit, stating that;

The company has no debts to pay, or

The company will repay it's debts; if any, within 3 years from the commencement of winding up, as specified in declaration (488)

Q7 Holder in die course Legal term for anoriginalor any subsequentholderof anegotiable instrument(check,draft,note, etc.) who has accepted it ingood-faithand has exchanged something valuable for it. For example, anyone who accepts athird-partycheck is a holder in due course. He or she has certainlegal rights, and is presumed to be unaware that (if such were the case) theinstrumentwas at any timeoverdue, dishonoured when presented forpayment, had anyclaimsagainst it, or thepartyrequiredtopayit hasvalidreason for not doing so. Alsocalledprotected holder, orbona fide holder for value.

Q8 Role of SEBI in the secondary marketThe SEBI is the regulatory authority established under Section 3 of SEBI Act 1992 to protect the interests of the investors in securities and to promote the development of, and to regulate, the securities market and for matters connected therewith and incidental thereto.The Monopolistic and Restrictive TRADEPractices Act, 1969, was enacted1. To ensure that the operation of the economic system does not result in the concentration of economic power in hands of few,2. To provide for the control of monopolies, and3. To prohibit monopolistic and restrictive trade practices.

Q9 Power of MRTP commission.The MRTP Act extends to the whole of India except Jammu and KashmirUnlessthe Central Government otherwise directs, this actshall notapply to:1. Any undertaking owned or controlled by the Government Company,2. Any undertaking owned or controlled by the Government,3. Any undertaking owned or controlled by a corporation (not being a company established by or under any Central, Provincial or State Act,4. Any trade union or other association of workmen or employees formed for their own reasonable protection as such workmen or employees,5. Any undertaking engaged in an industry, the management of which has been taken over by any person or body of persons under powers by the Central Government,6. Any undertaking owned by a co-operative society formed and registered under any Central, Provincial or state Act,7. Any FINANCIALinstitution.Q10 Objectives of competition commission of indiaAn Act to provide, keeping in view of the economic development of the country, for the establishment of a Commission to prevent practices having adverse effect on competition, to promote and sustain competition in MARKETS, to protect the interests of consumers and to ensure freedom of TRADEcarried on by other participants in markets, in India, and for matters connected therewith or incidental thereto.To achieve its objectives, the Competition Commission of India endeavours to do the following: Make the markets work for the benefit and welfare of consumers. Ensure fair and healthy competition in economic activities in the country for faster and inclusive growth and development of economy. Implement competition policies with an aim to effectuate the most efficient utilization of economic resources. Develop and nurture effective relations and interactions with sectoral regulators to ensure smooth alignment of sectoral regulatory laws in tandem with the competition law. Effectively carry out competition advocacy and spread the information on benefits of competition among all stakeholders to establish and nurture competition culture in Indian economyQ2 Elucidate the major provisions of FEMA dealing with regulation and management of foreign exchangeTheForeign Exchange Management Act, 1999(FEMA) is anActof theParliament of India"to consolidate and amend the law relating to foreign exchange with the objective of facilitating external TRADE and payments and for promoting the orderly development and maintenance of foreign exchange market in India". It was passed in the winter session of Parliament in 1999, replacing theForeign Exchange Regulation Act(FERA). This act makes offences related to foreign exchangecivil offenses. It extends to the whole ofIndia., replacing FERA, which had become incompatible with the pro-liberalisation policies of the SL Government of India. It enabled a newforeign exchangemanagement regime consistent with the emerging framework of theWorld Trade Organisation(WTO). It also paved the way for the introduction of thePrevention of Money Laundering Act2002, which came into effect from 1 July 2005.Unlike other laws whereeverything is permitted unless specifically prohibited, under this acteverything was prohibited unless specifically permitted. Hence the tenor and tone of the Act was very drastic. It required imprisonment even for minor offences. Under FERAa person was presumed guilty unless he proved himself innocent, whereas under other lawsa person is presumed innocent unless he is proven guilty.FEMA is a regulatory mechanism that enables the Reserve Bank of India and the Central Government to pass regulations and rules relating to foreign exchange in tune with the Foreign Trade policy of India.Regulations/Rules under FEMA Foreign Exchange Management (Current Account Transactions) Rules, 2000 Foreign Exchange Management (Permissible Capital Account Transactions) Regulations, 2000 Foreign Exchange Management (Transfer or Issue of any Foreign Security) regulations, 2004 Foreign Exchange Management (Foreign currency accounts by a person resident in India)Regulations, 2000 Foreign Exchange Management (Acquisition and transfer of immovable property in India) regulations, 2000 Foreign Exchange Management (Establishment in India of branch or office or other place of business) regulations, 2000 Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2000 Foreign Exchange Management (Export of Goods and Services) regulations, 2000 Foreign Exchange Management (Realisation, repatriation and surrender of Foreign Exchange)regulations, 2000 Foreign Exchange Management (Possession and Retention of Foreign CURRENCY) Regulations, 2000 Foreign Exchange (compounding proceedings) rules, 2000

Management Of Foreign ExchangeThe Parliament has enacted the Foreign Exchange Management Act,1999 to replace the Foreign Exchange Regulation Act, 1973. This Act came into force on the 1st day of June, 2000. The Central Govt. have established the Directorate of Enforcement with Director and other officers, for the purpose of taking up investigations of cases under the said Act.The object of the Act is to consolidate and amend the law relating to foreign exchange with objective of facilitating external TRADEand payments and for promoting the orderly development and maintenance of foreign exchange market in India.This Act extends to the whole of India and also apply applies to all branches, offices and agencies outside India owned or controlled by a person resident in India. It is also applicable to any contravention committed outside India by any person to whom this Act is applicable.BROAD SCHEME OF THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999:SECTION 3 - Prohibits dealings in foreign exchange except through an authorised person. This section states that no person can, without general or special permission of the RBI-(a) Deal in or transfer any foreign exchange or foreign securities to any person not being an authorized person.(b) Make any payment to or for the credit of any person resident outside India in any manner.(c) Receive otherwise through an authorized person, any payment by order or on behalf of any person resident outside India in any manner.(d) Enter into any financial transaction in India as consideration for or in association with acquisition or creation or transfer of a right to acquire any asset outside India by any person.SECTION 4 - Restrains any person resident in India from acquiring, holding, owning, possessing or transferring any foreign exchange, foreign security or any immovable property situated outside India except as specifically provided in the Act. The terms "foreign exchange" and "foreign security" are defined in sections 2(n) and 2(o) respectively of the Act. The Central Govt. has made Foreign Exchange Management (Current Account Transactions) Rules, 2000.SECTION 6 - deals with capital account transactions. This section allows a person to draw or sell foreign exchange from or to an authorised person for a capital account transaction. RBI in consultation with Central Govt. has issued various regulations on capital account transactions in terms of sub-section (2) and (3) of section 6.SECTION 7 -deals with export of goods and services. Every exporter is required to furnish to the RBI or any other authority, a declaration, etc., regarding full export value.SECTION 8 - casts the responsibility on the persons resident in India who have any amount of foreign exchange due or accrued in their favour to get the same realised and repatriated to India within the specific period and the manner specified by RBI..SECTIONS 10 and 12 - deals with duties and liabilities of the authorized persons. Authorised person has been defined in Sec.2(c) of the Act which means an authorised dealer,MONEYchanger, off shore banking unit or any other person for the time being authorized to deal in foreign exchange or foreign securities.SECTIONS 13 and 15 - of the Act deal with penalties and enforcement of the orders of Adjudicating Authority as well power to compound contraventions