IGNOU BCOC-135 Solved Assignments PDF Download 2025-26
Assignment carries 30% weightage in the final assessment. To be eligible for the Term-End Examination, submission of assignments as per schedule is compulsory. Carefully read instructions in the Programme Guide before attempting.
These assignments are valid for two admission cycles: 1 July 2025 and 30 June 2026.
- Enrolled in 1 July 2025 – Valid up to December 2025
- Enrolled in January 2026 – Valid up to June 2026
Here is the IGNOU Solved Assignments Free PDF Download 2025 for BCOC 135 Company Law. These answers are prepared for students submitting assignments in October 2025 and March 2026. Students can also refer to the official IGNOU eGyankosh for study material.
University Details
- University: IGNOU
- Assignment Title: Company Law
- Course Code: BCOC-135
- Program Code: BCOMG
- Session: 1 July 2025 – 30 June 2026
Section A (10 Marks Each)
Q1. Company is an artificial person by law with a perpetual succession and is different from the members constituting it. Comment.
Answer:
A company is a legal entity created by law, distinct from its members (owners/shareholders). This means it has its own rights and liabilities separate from the people who own it. When members change, the company continues to exist—this is called perpetual succession. Even if shareholders leave or new members join, the company remains. It can own property, enter contracts, and sue or be sued in its own name. This artificial legal personality allows businesses to operate independently and protects members by limiting their liability to the amount invested in shares.
Q2. Define a private company. Distinguish between a private company and a public company. Describe the procedure for converting a private company into a public company.
Answer:
A private company is a business entity with restrictions on share transfers and a limited number of members. It cannot invite the public to subscribe to shares. Public companies, however, can sell shares to the public and have no such restrictions.
Differences include:
- Private company limits members (max 200), public does not.
- Private restricts transfer of shares, public allows free transfer.
- Private cannot invite public for shares, public can.
- Private has fewer regulatory compliances compared to public.
To convert a private company into a public one, members must pass a special resolution, alter the company’s articles, file necessary forms with the Registrar of Companies, and comply with conditions set by the Companies Act. After approval, the company becomes public and can raise capital from the public.
Q3. “The Certificate of incorporation is a conclusive proof that all the requirements of the Act in respect of formation of the company, have been complied with”? Explain.
Answer:
The Certificate of Incorporation is an official document issued by the Registrar of Companies upon successful registration of a company. It serves as conclusive proof that the company has fulfilled all legal formalities for formation under the Companies Act. This includes submission of the Memorandum and Articles of Association and payment of registration fees. Once issued, the company legally comes into existence as a separate entity. However, it does not guarantee the company’s financial viability, only its legal registration status.
Q4. What do you understand by Memorandum of Association? Enumerate the different clauses which are included in the Memorandum of Association.
Answer:
The Memorandum of Association (MOA) is a legal document that defines the company’s constitution and scope of activities. It sets out the company’s name, address, objectives, and the liability of its members.
Clauses in the MOA include:
- Name Clause: Company’s registered name.
- Registered Office Clause: Location of company’s office.
- Objects Clause: Main and ancillary business purposes.
- Liability Clause: Details about members’ liability.
- Capital Clause: Company’s authorized capital and share division.
- Association Clause: Declaration of desire to form the company.
The MOA is essential for company registration and governs what the company can legally do.
Q5. Explain the procedure of forfeiting the shares. What is the effect of forfeiture? How forfeiture is different from surrender of shares?
Answer:
Shares forfeiture happens when a shareholder fails to pay calls on shares. The company sends a notice, and if payment isn’t made within a deadline, shares are forfeited—meaning the shareholder loses ownership rights. The company cancels the shares but may reissue them. The effect is the shareholder loses money paid, and rights over shares end.
Surrender is voluntary, where the shareholder offers to return shares to company, which may accept them. Forfeiture is compulsory due to non-payment. Surrender needs company approval; forfeiture follows as per bylaws and legal procedures.
Section B (6 Marks Each)
Q6. What restrictions have been imposed by the Companies Act in respect of appointment of directors?
Answer:
The Companies Act restricts director appointments to ensure good governance. A director must be a natural person, at least 18 years old, not insolvent or convicted of fraud. One person can be director in up to 20 companies, and the same individual cannot exceed prescribed limits for executive/directors. Some companies must have at least one resident director. Restrictions prevent conflicts of interest and ensure directors are qualified to manage company affairs responsibly.
Q7. Discuss the winding up of a Company by the Tribunal.
Answer:
Winding up by the Tribunal occurs when the company is ordered to close by a court. Reasons include inability to pay debts, company inactivity, or member disputes. The Tribunal appoints a liquidator to sell company assets, pay debts, and distribute remaining funds to shareholders. After completion, the company is dissolved. This process protects creditors and ensures orderly closure.
Q8. What is the significance of annual general meeting? What business is generally transacted at such meetings?
Answer:
Annual General Meeting (AGM) is important for accountability and communication between company management and shareholders. Business transacted includes reviewing financial statements, approving dividends, electing directors, and auditing accounts. It allows shareholders to raise concerns and vote on important matters, ensuring transparency and governance.
Q9. What is private placement of securities? Discuss the conditions to be satisfied for private placement of shares.
Answer:
Private placement is selling securities directly to selected investors, not through public offer. Conditions include passing a special resolution, filing offers with regulatory authorities, not exceeding prescribed limits on number of investors or amount, and ensuring investors meet eligibility criteria. It allows faster capital raising with limited disclosure norms compared to public offering.
Q10. What is Whistle Blowing? What are the protections available to a person making disclosure?
Answer:
Whistle Blowing is reporting unethical or illegal activities within an organization. Protection laws ensure whistleblowers are safe from retaliation, discrimination, or victimization. Companies often have policies maintaining confidentiality and protect whistleblowers from job loss or harassment to encourage reporting of wrongdoing.
Section C (5 Marks Each)
Q11. Illustrate the Doctrine of ultra vires with suitable examples.
Answer:
The Doctrine of ultra vires means an act beyond a company’s powers, as set in its MOA, is invalid. For example, if a company formed to run a textile business tries to open a restaurant, such action is ultra vires and unenforceable. It protects shareholders and creditors by limiting company actions to stated objectives.
Q12. What is the distinction between a Memorandum and Articles of Association?
Answer:
Memorandum of Association outlines the company’s scope and purpose, defining what it can do. Articles of Association are rules for day-to-day management and internal governance. MOA governs the company’s external relations; Articles regulate internal affairs.
Q13. Define a holding company and a subsidiary company. When can a company be called a subsidiary of another company? Explain.
Answer:
A holding company controls another company by owning more than half its voting shares. The controlled company is called the subsidiary. A company is subsidiary if the holding company has the right to appoint a majority of its directors or control its policy decisions.
Q14. “Promoter is not a trustee or an agent of the company but he stands in fiduciary position towards it.” Comment.
Answer:
The promoter organizes the company’s formation but is not the company’s agent or trustee. However, promoter has a fiduciary duty to act honestly and in the company’s best interest, disclosing all relevant information and not making secret profits.
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